Ondas Inc. (ONDS) uses $675M in equity for High Point UAS acquisition

Rhea-AI Filing Summary

Ondas Inc., a Nevada corporation based in West Palm Beach, Florida, is conducting an exempt offering of equity securities under Regulation D, Rule 506(b). The total amount sold is $675,479,968, with no remaining amount to be sold.

The amount reflects the value of 39,999,998 shares of common stock delivered on July 2, 2026, and an additional 44,999,998 shares of common stock scheduled to be delivered on January 4, 2027. The offering is made in connection with the acquisition of High Point UAS, LLC, as described in a Current Report on Form 8-K filed on July 6, 2026. Reported finders' fees are $0. The notice is signed by Chief Financial Officer and Treasurer Neil J. Laird.

Key Figures

Total Amount Sold: $675,479,968 Total Remaining to be Sold: $0 Shares Delivered July 2, 2026: 39,999,998 shares +4 more

7 metrics

Total Amount Sold $675,479,968 Aggregate amount of equity securities sold in the exempt offering

Total Remaining to be Sold $0 No additional amount remains to be sold under this offering

Shares Delivered July 2, 2026 39,999,998 shares Common stock delivered on the date of first sale in the offering

Shares to be Delivered January 4, 2027 44,999,998 shares Additional common stock scheduled for delivery under the same offering

Exemption Claimed Rule 506(b) Federal exemption relied upon under Regulation D for the offering

Date of First Sale July 2, 2026 Initial sale date of securities in this exempt offering

Finders' Fees $0 Amount of reported finders' fees associated with the offering

Key Terms

Regulation D, Rule 506(b), exempt offering, covered securities, +2 more

6 terms

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

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.

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

exempt offering regulatory

"FORM D Notice of Exempt Offering of Securities"

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

finders' fees financial

"Finders' Fees $0 USD"

A finders' fee is a payment made to a person or firm that introduces two parties who then complete a business deal, such as a sale, investment or loan. Think of the finder as a matchmaker who gets paid for bringing the parties together; for investors this matters because the fee reduces the deal’s net proceeds, can affect returns, and may signal a potential conflict of interest that should be disclosed.

Investment Company Act of 1940 regulatory

"Is the issuer registered as an investment company under the Investment Company Act of 1940?"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

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Available on EDGAR 07/15/2026 - 11:18 AM Accepted by SEC EDGAR 07/10/2026 - 04:46 PM Learn about SEC filing dates

FAQ

What type of securities is Ondas Inc. (ONDS) offering in this notice?

Ondas Inc. is offering equity securities, specifically shares of its common stock, in an exempt offering under Regulation D, Rule 506(b) in connection with acquiring High Point UAS, LLC.

How large is the Ondas Inc. (ONDS) exempt equity offering?

The exempt equity offering totals $675,479,968. This amount reflects the value of 39,999,998 common shares delivered July 2, 2026, plus 44,999,998 additional shares to be delivered January 4, 2027.

What is the purpose of the Ondas Inc. (ONDS) equity issuance?

The equity issuance is made in connection with the acquisition of High Point UAS, LLC. Ondas Inc. states that the offering relates to this transaction, which is further described in a Form 8-K filed July 6, 2026.

When did Ondas Inc. (ONDS) first sell securities in this exempt offering?

The date of first sale in this exempt offering is July 2, 2026. On that date, Ondas Inc. delivered 39,999,998 shares of its common stock as part of the transaction-related offering.

Are any additional Ondas Inc. (ONDS) shares scheduled to be delivered under this offering?

Yes. An additional 44,999,998 shares of Ondas Inc. common stock are scheduled to be delivered on January 4, 2027, as part of the same exempt equity offering tied to the High Point UAS, LLC acquisition.

Did Ondas Inc. (ONDS) report any finders' fees for this exempt offering?

Ondas Inc. reported finders' fees of $0 for this offering. The notice does not list any finders' fee expenses associated with the exempt issuance of equity securities.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001646188

Ondas Holdings Inc.

ZEV VENTURES INC.

Zev Ventures Incorporated

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Ondas Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Ondas Inc.
Street Address 1		Street Address 2
222 LAKEVIEW AVENUE, SUITE 800
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WEST PALM BEACH	FLORIDA	33401	(888) 350-9994

3. Related Persons

Last Name	First Name	Middle Name
Brock	Eric	A
Street Address 1	Street Address 2
222 Lakeview Avenue, Suite 800
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman, Chief Executive Officer and President

Last Name	First Name	Middle Name
Cohen	Richard	M
Street Address 1	Street Address 2
222 Lakeview Avenue, Suite 800
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Seidl	Randall	P
Street Address 1	Street Address 2
222 Lakeview Avenue, Suite 800
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sood	Jaspreet
Street Address 1	Street Address 2
222 Lakeview Avenue, Suite 800
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Laird	Neil	J
Street Address 1	Street Address 2
222 Lakeview Avenue, Suite 800
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer and Treasurer

Last Name	First Name	Middle Name
Huston	Patrick
Street Address 1	Street Address 2
222 Lakeview Avenue, Suite 800
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer, General Counsel and Secretary

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-02				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

Offering made in connection with the acquisition of High Point UAS, LLC, as further described in the Current Report on Form 8-K filed by the Issuer with the SEC on July 6, 2026.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$675,479,968	USD	or Indefinite
Total Amount Sold	$675,479,968	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

This reflects the value of the 39,999,998 shares of Issuer's Common Stock that were delivered on July 2, 2026, and an additional 44,999,998 shares of Issuer's Common Stock that will be delivered on January 4, 2027.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Ondas Inc.	/s/ Neil J. Laird	Neil J. Laird	Chief Financial Officer and Treasurer	2026-07-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.