What exhibits did Ondas (ONDS) include with this 8-K related to the share resale?

Ondas included a legal opinion from Snell & Wilmer L.L.P. as Exhibit 5.1, a related consent as Exhibit 23.1, and a Cover Page Interactive Data File as Exhibit 104. The opinion addresses the legality of the 6,070,948 common shares covered for resale.

Ondas (NASDAQ: ONDS) files resale plan for 6,070,948 common shares

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement to its effective Form S-3ASR registration statement covering the resale from time to time by certain stockholders of 6,070,948 shares of its common stock.

These shares were previously issued as consideration in Ondas’ acquisitions of Omnisys Ltd. (3,019,066 shares) and Indo Earth Moving Ltd. (3,051,882 shares). The original issuances to non-U.S. investors were made under Regulation S, and a supporting legal opinion from Snell & Wilmer L.L.P. is included 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, and exhibit attachments filed with this report.

Key Figures

Shares registered for resale: 6,070,948 shares Omnisys consideration shares: 3,019,066 shares Indo Earth Moving consideration shares: 3,051,882 shares +1 more

4 metrics

Shares registered for resale 6,070,948 shares Common stock covered by prospectus supplement on Form S-3ASR

Omnisys consideration shares 3,019,066 shares Shares issued in Omnisys Ltd. acquisition

Indo Earth Moving consideration shares 3,051,882 shares Shares issued in Indo Earth Moving Ltd. acquisition

Filing date June 15, 2026 Date Ondas filed the prospectus supplement and 8-K

Key Terms

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

"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

"exempt from the registration requirements under the Securities Act of 1933... 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 from time to time financial

"covering the resale from time to time by certain stockholders of 6,070,948 shares"

legal opinion regulatory

"A copy of the legal opinion of Snell & Wilmer L.L.P. ... relating to the legality of the Shares"

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Understanding 8-K Material Events →

06/15/2026 - 09:26 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) June 15, 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 June 15, 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 6,070,948 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 3,019,066 of the Shares in connection with the Company’s acquisition of Omnisys Ltd., a company organized under the laws of the State of Israel. Also, as previously disclosed on March 17, 2026, such stockholders acquired the 3,051,882 of the Shares in connection with the Company’s acquisition of Indo Earth Moving 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: June 15, 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 this 8-K filing?

Ondas Inc. filed a prospectus supplement to an effective Form S-3ASR to register the resale of 6,070,948 common shares previously issued in two acquisitions. The filing also attaches a legal opinion from Snell & Wilmer L.L.P. regarding the validity of these shares.

How many Ondas (ONDS) shares are covered for resale in this filing?

The filing covers the potential resale of 6,070,948 Ondas common shares. These shares were originally issued as part of the consideration for acquiring Omnisys Ltd. and Indo Earth Moving Ltd., and may be sold from time to time by the selling stockholders.

Which acquisitions are linked to the Ondas (ONDS) resale shares?

The resale shares are tied to Ondas’ acquisitions of Omnisys Ltd. and Indo Earth Moving Ltd. Stockholders received 3,019,066 shares for the Omnisys transaction and 3,051,882 shares for the Indo Earth Moving deal, forming the total 6,070,948 shares covered.

What securities law exemption did Ondas (ONDS) rely on for issuing these shares?

Ondas relied on Regulation S under the Securities Act of 1933 to issue the shares to non-U.S. investors outside the United States. This exemption allowed the original share issuances without registration, while the current filing addresses resale registration by existing holders.

Filing Exhibits & Attachments

4 documents