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  4. [8-K] Ondas Inc. Reports Material Event

Resale of 2.11M Ondas (NASDAQ: ONDS) shares registered after Omnisys deal

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement to an effective shelf registration statement covering the resale from time to time by certain stockholders of 2,112,674 shares of its common stock. These shares were issued to those stockholders in connection with the Company’s acquisition of Omnisys Ltd.

The Company notes that the original issuance of these shares to non-U.S. investors outside the United States was exempt from registration under the Securities Act in accordance with Regulation S. The filing also includes a legal opinion from Snell & Wilmer L.L.P. regarding the legality of the shares.

Positive

  • None.

Negative

  • None.
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.
Resale shares registered 2,112,674 shares Common stock covered by prospectus supplement for resale
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 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.
resale from time to time financial
"covering the resale from time to time by certain stockholders of 2,112,674 shares"
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Understanding 8-K Material Events →
false 0001646188 0001646188 2026-06-03 2026-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 3, 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 3, 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 2,112,674 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)

  

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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 3, 2026 ONDAS INC.
   
  By:  /s/ Eric Brock
    Eric A. Brock
    Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

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

Ondas Inc. filed a prospectus supplement covering the resale of 2,112,674 common shares by certain stockholders. These shares were originally issued as part of the Omnisys Ltd. acquisition and are now registered for potential resale from time to time.

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

The prospectus supplement covers the resale of 2,112,674 shares of Ondas Inc. common stock. These shares were previously issued to certain stockholders in connection with the acquisition of Omnisys Ltd., a company organized under the laws of the State of Israel.

Why were the Ondas Inc. (ONDS) shares initially issued without registration?

Ondas Inc. states that the initial issuance of the shares was exempt from registration under the Securities Act. The exemption relied on Regulation S, which applies to sales to non-U.S. investors outside the United States, as part of the Omnisys Ltd. acquisition.

What is the connection between Ondas Inc. (ONDS) and Omnisys Ltd. in this filing?

The shares covered by the resale registration were acquired by certain stockholders in the Company’s acquisition of Omnisys Ltd. Ondas Inc. previously disclosed this transaction and now registers those shares for possible resale by the Omnisys-related stockholders.

Filing Exhibits & Attachments

4 documents

Other Documents