As
filed with the Securities and Exchange Commission on November 21, 2025
Registration
Statement No. 333−
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
ONDAS
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
47-2615102 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
Employer
Identification No.) |
| One
Marina Park Drive, Suite 1410, Boston, MA |
|
02210 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Ondas
Holdings Inc. 2021 Stock Incentive Plan, as amended
(Full
title of the plan)
Eric
A. Brock
Chairman
and Chief Executive Officer
Ondas
Holdings Inc.
One
Marina Park Drive, Suite 1410,
Boston,
MA 02210
(Name
and address of agent for service)
(888)
657-2377
(Telephone
number, including area code, of agent for service)
With
a copy to:
Christina
C. Russo
Akerman
LLP
Three Brickell City Centre
98
Southeast Seventh Street
Suite
1100
Miami,
Florida 33131
Telephone:
(305) 374-5600
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities Act. ☐
This
Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.
EXPLANATORY
NOTE
On
October 8, 2025, the Board of Directors of Ondas Holdings Inc. (the “Company”) approved an amendment to the Ondas Holdings
Inc. 2021 Stock Incentive Plan, as amended (the “Plan”), subject to stockholder approval at the Company’s 2025 Special
Meeting of Stockholders to increase the number of shares of common stock, par value $0.0001 (the “Common Stock”), authorized
for issuance under the Plan from 26,000,000 shares of Common Stock to 61,000,000 shares of Common Stock (the “Plan Increase”).
On November 20, 2025, the Plan Increase was approved by the Company’s stockholders at the 2025 Special Meeting of Stockholders.
The Company previously filed Registration Statements on Form S-8 on November 5, 2021, February 2, 2024, December 3, 2024 and May 23,
2025 (File Nos. 333-260845, 333-276854, 333-283574, and 333-287570, respectively) registering an aggregate of 26,000,000 shares of Common
Stock under the Plan (the “Earlier Registration Statements”). The Company is filing this Registration Statement on Form S-8
to register an additional 35,000,000 shares of Common Stock authorized for issuance under the Plan. The additional securities to be registered
by this Registration Statement are of the same class as those securities covered by the Earlier Registration Statements. Pursuant to
General Instruction E to Form S-8, the contents of the Earlier Registration Statements is incorporated herein by reference, except to
the extent supplemented, amended or superseded by the information set forth herein.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428(b)(1) and the requirements
of Part I of Form S-8, these documents are not required to be filed with the Securities and Exchange Commission (the “SEC”),
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the SEC by us pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
are incorporated by reference in this Registration Statement, other than information furnished pursuant to Item 2.02 or Item 7.01 of
Form 8-K:
| ● | Our
Annual Report on Form 10–K for the fiscal year ended December 31, 2024, filed with
the SEC on March 12, 2025; |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on
May 15, 2025; |
| ● | The
Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 12, 2025; |
| ● | The
Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on November
13, 2025; |
| |
● |
The Current Reports on Form 8–K filed with the SEC on January 13, 2025, January 16, 2025, January 23, 2025, February 25, 2025, February 28, 2025, March 4, 2025, March 11, 2025, March 28, 2025, April 14, 2025, April 28, 2025, May 12, 2025, May 16, 2025, June 3, 2025, June 9, 2025, June 9, 2025, June 11, 2025, June 11, 2025, June 20, 2025, June 24, 2025, June 25, 2025, June 25, 2025, June 26, 2025, July 3, 2025, July 7, 2025, July 21, 2025, August 1, 2025, August 8, 2025, August 12, 2025; August 14, 2025, August 15, 2025, August 15, 2025, August 18, 2025, August
22, 2025, August 22, 2025, August 26, 2025, August 27, 2025, September 2, 2025, September 5, 2025, September 10, 2025, September 23, 2025, October 3, 2025, October 7, 2025, October 27, 2025, October 29, 2025, November 4, 2025, November 10, 2025, November 17, 2025, November 17, 2025, November 18, 2025 and November 20, 2025; and |
| ● | The
description of the Company’s common stock contained in the Company’s Registration
Statement on Form 8-A, filed with the SEC on December 3, 2020, as updated by the description
of the capital stock contained in Exhibit 4.5 to the Annual Report on Form 10-K for the year
ended December 31, 2020, filed on March 8, 2021, and its Certificate of Amendment to its
Amended and Restated Articles of Incorporation filed with its Current Report on Form 8-K
filed on November 20, 2025. |
In
addition, all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than information furnished
pursuant to Item 2.02 or Item 7.01 of Form 8-K, subsequent to the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from
the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
We
will provide to you, upon request, a copy of each of our filings at no cost. Please make your request by writing or telephoning us at
the following address or telephone number:
Ondas
Holdings Inc.
One Marina Park Drive,
Suite
1410,
Boston,
MA 02210
Telephone:
(888) 350-9994
You
should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized
anyone else to provide you with different information. You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
NRS provide that:
| |
● |
a
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or proceeding if he or she is not liable for a breach of any fiduciary
duty pursuant to NRS 78.138, he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful; |
| |
● |
corporation
may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement
of the action or suit if he or she is not liable for a breach of any fiduciary duty pursuant to NRS 78.138, he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification
may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines
upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper; and |
| |
● |
to
the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation must indemnify him or her
against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. |
The
NRS provide that we may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
| |
● |
by
the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; |
| |
● |
if
a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; |
| |
● |
if
a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion; or |
The
NRS provide that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against
him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
We
also maintain a general liability insurance policy, which covers certain liabilities of directors and officers of our company arising
out of claims based on acts or omissions in their capacities as directors or officers.
Exclusive
Jurisdiction of Certain Actions
Unless
we consent in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County of the State of Nevada
(the “Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative
action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director,
officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against
the Company, any director or the Company’s officers or employees arising pursuant to any provision of the NRS, Chapters 78 or 92A
of the NRS or our Amended and Restated Articles of Incorporation or our Bylaws, or (iv) any action asserting a claim against the Company,
any director or the Company’s officers or employees governed by the internal affairs doctrine. However, each of these clauses (i)
through (iv) will not apply to any claim (x) as to which the Court determines that there is an indispensable party not subject to the
jurisdiction of the Court (and the indispensable party does not consent to the personal jurisdiction of the Court within ten (10) days
following such determination), (y) for which the Court does not have subject matter jurisdiction, or (z) which is vested in the exclusive
jurisdiction of a court or forum other than the Court, including pursuant to Section 27 of the Exchange Act, which provides for exclusive
federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought
to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction
clauses set forth above would not apply to such suits
Although
we believe these provisions benefit us by providing increased consistency in the application of Nevada law for the specified types of
actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Any person
or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented
to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules
and regulations thereunder.
We
have been advised that in the opinion of the SEC, insofar as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and other persons pursuant to the foregoing provisions, or otherwise, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable. In the event a claim for indemnification against such
liabilities (other than payment of expenses incurred or paid by a director or officer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or other person in connection with the securities being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended
and Restated Articles of Incorporation of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K filed on October 4, 2018). |
| 3.2 |
|
Amended
and Restated Bylaws of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit 3.2 to the Company’s
Current Report on Form 8-K filed on October 4, 2018). |
| 3.3 |
|
Certificate
of Designation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August
17, 2020). |
| 3.4 |
|
Certificate
of Change (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13,
2020). |
| 3.5 |
|
Certificate
of Amendment, filed on October 31, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K
filed on October 31, 2023). |
| 3.6 |
|
Certificate
of Amendment, filed on May 12, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
on May 12, 2025). |
| 3.7 |
|
Certificate of Amendment, filed on November 20, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 20, 2025). |
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P.* |
| 10.1+ |
|
Ondas
Holdings Inc. 2021 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the SEC on November 5, 2021). |
| 10.2+ |
|
Amendment
to the Ondas Holdings Inc. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on October 31, 2023). |
| 10.3+ |
|
Amendment
to the Ondas Holdings Inc. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on November 18, 2024). |
| 10.4+ |
|
Amendment
to the Ondas Holdings Inc. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on May 12, 2025). |
| 10.5+ |
|
Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2025). |
| 23.1 |
|
Consent of Snell & Wilmer L.L.P. (included with Exhibit 5.1).* |
| 23.2 |
|
Consent of Rosenberg Rich Baker Berman, P.A.* |
| 24.1 |
|
Power of Attorney (included with signature page on this Form S-8)* |
| 107 |
|
Filing Fee Table.* |
| * |
Filed
herewith |
| + |
Management
Compensatory Plan |
Item
9. Undertakings.
The
undersigned registrant hereby undertakes:
| |
1. |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
i. |
To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| |
ii. |
To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; |
| |
iii. |
To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement; |
provided,
however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
| |
2. |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| |
3. |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
4. |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
5. |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, State of Massachusetts, on this 21st day of November, 2025.
| |
ONDAS
HOLDINGS INC. |
| |
|
|
| |
By: |
/s/
Eric A. Brock |
| |
|
Eric
A. Brock |
| |
|
Chief
Executive Officer |
| |
|
Principal
Executive Officer |
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints of Eric A. Brock and Neil J. Laird,
and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Eric A. Brock |
|
Chairman,
Chief Executive Officer, and President |
|
November
21, 2025 |
| Eric
A. Brock |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Neil J. Laird |
|
Chief
Financial Officer |
|
November
21, 2025 |
| Neil
J. Laird |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Richard M. Cohen |
|
Director |
|
November
21, 2025 |
| Richard
M. Cohen |
|
|
|
|
| |
|
|
|
|
| /s/
Randall P. Seidl |
|
Director |
|
November
21, 2025 |
| Randall
P. Seidl |
|
|
|
|
| |
|
|
|
|
| /s/
Jaspreet Sood |
|
Director |
|
November
21, 2025 |
| Jaspreet
Sood |
|
|
|
|
| |
|
|
|
|
| /s/
Ron Stern |
|
Director |
|
November
21, 2025 |
| Ron
Stern |
|
|
|
|
II-6
