How are the Ondas Inc. (ONDS) shares related to the Mistral, Inc. acquisition?

The 2,793,294 shares of Ondas Inc. common stock were issued to certain stockholders in connection with its acquisition of Mistral, Inc. The new prospectus supplement allows those stockholders to resell these previously issued shares under the company’s effective Form S-3ASR registration statement.

Ondas (NASDAQ: ONDS) registers resale of 2,793,294 shares

Q: How many Ondas Inc. (ONDS) shares are covered by the new prospectus supplement?

The prospectus supplement covers the potential resale of 2,793,294 shares of Ondas Inc.’s common stock. These shares were acquired earlier by certain stockholders as part of the consideration for the company’s acquisition of Mistral, Inc., as previously disclosed on April 24, 2026.

Q: What legal documents 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 firm also provided a related consent, included in that opinion, confirming the legality of the shares covered by the resale prospectus supplement filed on May 8, 2026.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement covering the potential resale from time to time by certain stockholders of 2,793,294 shares of its common stock, par value $0.0001 per share. These shares were previously issued to those stockholders in connection with Ondas’s acquisition of Mistral, Inc.

The company notes that the original issuances of these shares were exempt from Securities Act registration under Regulation D. Ondas also filed a legal opinion from its Nevada counsel, Snell & Wilmer L.L.P., confirming the legality of the shares included in this resale registration.

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

Resale registration size: 2,793,294 shares Common stock par value: $0.0001 per share Form type: Form S-3ASR

3 metrics

Resale registration size 2,793,294 shares Common stock covered by prospectus supplement on Form S-3ASR

Common stock par value $0.0001 per share Par value of Ondas Inc. common stock

Form type Form S-3ASR Effective shelf registration statement used for resale prospectus supplement

Key Terms

prospectus supplement, Form S-3ASR, Regulation D, Unregistered Sales of Equity Securities, +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

"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.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Other Events regulatory

"Item 8.01. Other Events On May 8, 2026, Ondas Inc."

Understanding 8-K Material Events →

05/08/2026 - 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) May 8, 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 8, 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 2,793,294 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 8, 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 Form 8-K?

Ondas Inc. disclosed that it filed a prospectus supplement covering the resale of 2,793,294 shares of its common stock. These shares were previously issued to certain stockholders in connection with the company’s acquisition of Mistral, Inc., a Delaware corporation.

How many Ondas Inc. (ONDS) shares are covered by the new prospectus supplement?

The prospectus supplement covers the potential resale of 2,793,294 shares of Ondas Inc.’s common stock. These shares were acquired earlier by certain stockholders as part of the consideration for the company’s acquisition of Mistral, Inc., as previously disclosed on April 24, 2026.

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

Ondas Inc. states that the issuances of the shares described were exempt from registration under the Securities Act of 1933. The exemption relied on Regulation D, which allows certain private offerings to be made without registering the securities with the U.S. Securities and Exchange Commission.

What legal documents 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 firm also provided a related consent, included in that opinion, confirming the legality of the shares covered by the resale prospectus supplement filed on May 8, 2026.

Filing Exhibits & Attachments

4 documents