Ondas (NASDAQ: ONDS) registers resale of 3,358,097 Bird deal shares

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement covering the resale from time to time by certain stockholders of 3,358,097 shares of its common stock. These shares were issued to those stockholders in connection with Ondas’s acquisition of all outstanding share capital of Bird Aerosystems Ltd.

The company also filed a Nevada legal opinion from Snell & Wilmer L.L.P. on the validity of these shares, along with the related consent and technical cover-page data exhibit.

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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) March 18, 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 is exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation S and Regulation D thereunder.

Item 8.01 Other Events.

On March 18, 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 3,358,097 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. Such stockholders acquired the Shares in connection with the Company’s acquisition of 100% of the issued and outstanding share capital of Bird Aerosystems Ltd., a company organized under the laws of the State of Israel. A copy of the legal opinion of Snell & Wilmer L.L.P., Nevada counsel for the Company, 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: March 18, 2026	ONDAS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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FAQ

What did Ondas Inc. (ONDS) report in its March 18, 2026 filing?

Ondas Inc. reported that it filed a prospectus supplement to an effective Form S-3ASR registration statement. The supplement covers the resale from time to time by certain stockholders of shares of Ondas common stock previously issued in an acquisition.

How many Ondas Inc. shares are covered by the new resale prospectus?

The prospectus supplement covers the resale of 3,358,097 shares of Ondas Inc. common stock. These shares have a par value of $0.0001 per share and are registered for resale by certain existing stockholders, not newly issued in this step.

Who are the stockholders reselling Ondas Inc. (ONDS) shares?

The filing refers to “certain stockholders” as the holders eligible to resell 3,358,097 shares. These stockholders originally acquired the shares in connection with Ondas’s purchase of 100% of the issued and outstanding share capital of Bird Aerosystems Ltd.

How are the 3,358,097 Ondas Inc. shares related to the Bird Aerosystems acquisition?

The 3,358,097 Ondas shares being registered for resale were issued to stockholders as consideration in Ondas’s acquisition of 100% of the issued and outstanding share capital of Bird Aerosystems Ltd., an Israeli company, thereby linking the resale registration to that completed transaction.

What securities law exemptions does Ondas Inc. reference for issuing these shares?

The company states that the issuances of the shares described are exempt from Securities Act registration requirements under Regulation S and Regulation D. These U.S. securities law exemptions apply to certain offshore offerings and private placements meeting specific conditions, as referenced in the disclosure.

What legal opinion did Ondas Inc. file with this 8-K related to the shares?

Ondas filed an opinion of Snell & Wilmer L.L.P., its Nevada counsel, as Exhibit 5.1. The opinion addresses the legality of the 3,358,097 Ondas common shares registered for resale, and a related consent is included as Exhibit 23.1 within the same document.

Which exhibits accompany Ondas Inc.’s March 18, 2026 resale registration update?

The exhibits include Exhibit 5.1, a legal opinion from Snell & Wilmer L.L.P. (Nevada counsel), Exhibit 23.1, their consent incorporated in that opinion, and Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document for technical reporting purposes.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL) 13.6 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB