Ondas files resale prospectus for 3.13M shares

Ondas Inc. filed a prospectus supplement linked to an existing shelf registration to cover the potential resale from time to time of 3,126,979 shares of its common stock.

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 linked to an existing shelf registration to cover the potential resale from time to time of 3,126,979 shares of its common stock. These shares were previously issued as part of the consideration for acquiring Omnisys Ltd. and World View Enterprises Inc.

The company also notes that the original issuances of these shares to non-U.S. investors were made under an exemption from Securities Act registration in accordance with Regulation S. The filing includes a legal opinion from 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, or exhibit attachments filed with this report.

Key Figures

Shares registered for resale: 3,126,979 shares Omnisys acquisition shares: 3,125,000 shares World View acquisition shares: 1,979 shares +2 more

5 metrics

Shares registered for resale 3,126,979 shares Common stock under prospectus supplement

Omnisys acquisition shares 3,125,000 shares Issued as consideration for Omnisys Ltd.

World View acquisition shares 1,979 shares Issued as consideration for World View Enterprises Inc.

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

Filing date June 22, 2026 Date of 8-K and prospectus supplement

Key Terms

prospectus supplement, Form S-3ASR, Regulation S, emerging growth company, +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)"

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, 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.

emerging growth company regulatory

"Emerging growth company"

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.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

FAQ

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

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

Ondas Inc. disclosed that it filed a prospectus supplement covering the potential resale of 3,126,979 common shares. These shares were previously issued as part of acquisition consideration for Omnisys Ltd. and World View Enterprises Inc. and are now registered for resale by existing stockholders.

How many Ondas Inc. (ONDS) shares are registered for resale?

Ondas Inc. registered 3,126,979 common shares for potential resale by certain stockholders. The filing states that 3,125,000 shares relate to the Omnisys Ltd. acquisition and 1,979 shares relate to the World View Enterprises Inc. acquisition, all under the company’s existing shelf registration.

Why did Ondas Inc. (ONDS) issue the 3,126,979 shares now registered for resale?

Ondas Inc. issued the 3,126,979 shares as part of consideration for two acquisitions. The filing explains that 3,125,000 shares were issued in the Omnisys Ltd. deal and 1,979 shares in the World View Enterprises Inc. deal, compensating the sellers with Ondas common stock.

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

Ondas Inc. relied on an exemption from Securities Act registration under Regulation S for issuing the shares. The filing notes that the issuances were made to non-U.S. investors outside the United States, qualifying them as unregistered sales exempt from standard registration requirements.

What legal opinion is included with Ondas Inc.’s (ONDS) 8-K filing?

The 8-K includes a legal opinion from Snell & Wilmer L.L.P., the company’s Nevada counsel. This opinion addresses the legality of the 3,126,979 common shares registered for resale and is filed as Exhibit 5.1, with a related consent included within that exhibit.

Does this Ondas Inc. (ONDS) filing involve new cash raised by the company?

The filing describes registration of already issued shares for resale by existing stockholders, not a new primary share issuance. It focuses on allowing stockholders to resell 3,126,979 previously issued shares, rather than detailing any new capital-raising transaction by the company.

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

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Accepted by SEC EDGAR 06/22/2026 - 09:07 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) June 22, 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 22, 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 3,126,979 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 3,125,000 of the Shares in connection with the Company’s acquisition of Omnisys Ltd., a company organized under the laws of the State of Israel. As previously disclosed on April 1, 2026, such stockholders acquired 1,979 of the Shares in connection with the Company’s acquisition of World View Enterprises 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: June 22, 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