What securities law exemption did Ondas (ONDS) use for the original share issuance?

The original issuance of the shares relied on Regulation S under the Securities Act. Regulation S allows sales to non-U.S. investors outside the United States without Securities Act registration, provided specific conditions are met for offshore transactions.

Ondas registers resale of 2.7M common shares

Ondas Inc. filed a prospectus supplement covering the resale from time to time by certain stockholders of 2,714,285 shares of its common stock.

Filing Impact

(High)

Filing Sentiment

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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 2,714,285 shares of its common stock. These shares were originally issued to those stockholders in connection with Ondas’ acquisition of Omnisys Ltd., an Israeli company.

The filing clarifies that the prior issuance of the shares to non-U.S. investors was made under Regulation S, which exempts the transaction from Securities Act registration because it occurred outside the United States. The supplement uses an existing automatic shelf registration to permit the selling stockholders, not the company, to resell their shares on the market over time.

Ondas also filed a legal opinion from its Nevada counsel, Snell & Wilmer L.L.P., confirming the legality of the shares covered by the resale registration.

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, or exhibit attachments filed with this report.

Key Figures

Resale shares registered: 2,714,285 shares Par value per share: $0.0001 per share

2 metrics

Resale shares registered 2,714,285 shares Common stock covered by prospectus supplement for resale

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

Key Terms

prospectus supplement, Form S-3ASR, Regulation S, resale

4 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

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

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.

Regulation S regulatory

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

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

resale financial

"covering the resale from time to time by certain stockholders of 2,714,285 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Ondas Inc. filed a prospectus supplement allowing certain stockholders to resell 2,714,285 shares of common stock. These shares were previously issued as part of the Omnisys Ltd. acquisition and are now registered for resale under an existing shelf registration.

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

The prospectus supplement covers the resale of 2,714,285 shares of Ondas common stock. These shares were issued to Omnisys Ltd. sellers and can now be sold over time by them using the company’s effective shelf registration statement.

Why did Ondas (ONDS) issue the 2,714,285 shares now being registered for resale?

Ondas issued the 2,714,285 shares to certain stockholders in connection with its acquisition of Omnisys Ltd. The current filing does not create new shares; it registers those existing shares so the recipients can resell them in the public market.

Does Ondas Inc. (ONDS) receive proceeds from the resale of these shares?

The prospectus supplement covers resales by existing stockholders, so sale proceeds go to those stockholders. Ondas already issued the 2,714,285 shares in the Omnisys acquisition and is not selling additional shares in this resale registration.

What legal documents did Ondas (ONDS) file with this resale registration?

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 2,714,285 registered shares, and a related consent from the same firm is included as Exhibit 23.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 08:54 AM EDT

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 28, 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 under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Regulation S thereunder, for sales to non-U.S. investors outside of the United States.

Item 8.01. Other Events

On May 28, 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 2,714,285 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. As previously disclosed on May 21, 2026, such stockholders acquired the Shares in connection with the Company’s acquisition of Omnisys 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)

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 28, 2026	ONDAS INC.

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents