Ondas resale prospectus for 2,774,693 shares

Ondas Inc. filed a prospectus supplement covering the resale from time to time by certain stockholders of 2,774,693 shares of its common stock, par value $0.0001 per share.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

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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 2,774,693 shares of its common stock, par value $0.0001 per share. These shares were acquired earlier in connection with Ondas’s acquisition of Mistral, Inc.

The company notes that the original issuance of these shares was exempt from Securities Act registration requirements under Regulation D. The current action places these previously issued shares onto an effective shelf registration, allowing the holders to sell them publicly when they choose. Ondas also filed a supporting legal opinion from its Nevada counsel as an exhibit.

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 registration size: 2,774,693 shares Par value per share: $0.0001 per share Registration statement: Form S-3ASR File No. 333-290121 +1 more

4 metrics

Resale registration size 2,774,693 shares Common stock registered for resale via prospectus supplement

Par value per share $0.0001 per share Common stock par value

Registration statement Form S-3ASR File No. 333-290121 Effective shelf used for resale prospectus supplement

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

Key Terms

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

"prospectus supplement to 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.

Regulation D regulatory

"are 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.

resale from time to time financial

"covering the resale from time to time by certain stockholders of 2,774,693 shares"

emerging growth company regulatory

"Emerging growth company Item 3.02 Unregistered Sales of Equity Securities"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

secondary · 2,774,693 shares

Offering

Offering Type secondary

Securities Offered common stock

Offering Amount 2,774,693 shares

FAQ

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

What did Ondas Inc. (ONDS) announce regarding its common stock?

Ondas Inc. filed a prospectus supplement registering the resale of 2,774,693 shares of common stock. These shares were previously issued and can now be sold publicly by certain stockholders over time.

How many Ondas Inc. (ONDS) shares are covered by the new resale filing?

The filing covers the resale of 2,774,693 shares of Ondas Inc. common stock. These shares were issued in connection with the company’s acquisition of Mistral, Inc., a Delaware corporation.

Who is selling the 2,774,693 Ondas Inc. (ONDS) shares?

Certain stockholders of Ondas Inc. are registering the resale of 2,774,693 shares. They received these shares as part of the consideration for the company’s earlier acquisition of Mistral, Inc.

How were the Ondas Inc. (ONDS) resale shares originally issued?

The 2,774,693 shares were originally issued in a transaction exempt from registration under Regulation D of the Securities Act. They were granted to stockholders in connection with Ondas Inc.’s acquisition of Mistral, Inc.

What legal opinion did Ondas Inc. (ONDS) file with this transaction?

Ondas Inc. filed a legal opinion from Snell & Wilmer L.L.P., its Nevada counsel, as Exhibit 5.1. The opinion addresses the legality of the 2,774,693 common shares being registered for resale.

What SEC registration statement is Ondas Inc. (ONDS) using for this resale?

Ondas Inc. used its effective registration statement on Form S-3ASR, File No. 333-290121. The May 13, 2026 prospectus supplement covers the resale of 2,774,693 common shares under that shelf registration.

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

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Accepted by SEC EDGAR 05/13/2026 - 09:20 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 13, 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 13, 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 2,774,693 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 13, 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