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

Ondas (NASDAQ: ONDS) registers 2.74M acquisition shares for resale

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

Rhea-AI Filing Summary

Ondas Inc. filed a prospectus supplement covering the resale from time to time by certain stockholders of 2,738,224 shares of its common stock. These shares were originally issued in a private transaction under Regulation D and were acquired in connection with Ondas’s acquisition of Mistral, Inc. The filing also includes a legal opinion from Snell & Wilmer L.L.P. as to the validity 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 2,738,224 shares Common stock covered by prospectus supplement for resale
Registration form Form S-3ASR Effective shelf registration used for resale
Par value per share $0.0001 per share Ondas common stock par value
Exhibit 5.1 Legal opinion Snell & Wilmer L.L.P. opinion on legality of shares
Filing date May 22, 2026 Date Ondas filed the prospectus supplement and 8-K
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
"The issuances of the Shares ... are exempt from the registration requirements ... 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.
resale from time to time financial
"covering the resale from time to time by certain stockholders of 2,738,224 shares"
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.
Understanding 8-K Material Events →
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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) May 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 of the Securities Act of 1933, as amended, in accordance with Regulation D thereunder.

 

Item 8.01. Other Events

 

On May 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 2,738,224 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)

 

1

 

 

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 22, 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) disclose in this 8-K filing?

Ondas Inc. disclosed 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 2,738,224 shares of Ondas common stock originally issued in a private transaction.

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

The prospectus supplement covers the resale of 2,738,224 shares of Ondas common stock. These shares were previously issued to certain stockholders and are now registered for potential secondary sales under the company’s existing Form S-3ASR shelf registration.

Why were the 2,738,224 Ondas (ONDS) shares originally issued?

The 2,738,224 shares of Ondas common stock were issued to certain stockholders in connection with Ondas’s acquisition of Mistral, Inc. The filing notes that these shares were part of the acquisition consideration and were acquired as previously disclosed on April 24, 2026.

Under what exemption were the Ondas (ONDS) shares initially issued?

The shares were initially issued in reliance on an exemption from registration under the Securities Act. Ondas states that the issuances were exempt in accordance with Regulation D, which governs certain private offerings of securities to accredited or sophisticated investors.

What is the purpose of Ondas (ONDS) using Form S-3ASR here?

Ondas is using an effective Form S-3ASR automatic shelf registration statement to register already issued shares for potential resale. The prospectus supplement specifies that certain existing stockholders may resell 2,738,224 common shares from time to time under this shelf registration.

Filing Exhibits & Attachments

4 documents

Other Documents