ONDS 8-K
Ondas Inc. (ONDS)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 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 13(a) of the Exchange Act. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 10, 2026 (the “Completion Date”), Ondas Inc. (the “Company”) completed the previously announced acquisition of Cyberhawk Holdings Limited, a private company limited by shares incorporated in England and Wales (“Cyberhawk”) (the "Acquisition"). The Acquisition was pursuant to the Share Purchase Agreement (the “Agreement”), dated June 17, 2026, by and among the Company, sellers of Cyberhawk, as set forth on Schedule 1 therein (the “Sellers”), and Christopher Fleming, or such other person appointed from time to time in accordance with the Agreement, solely in his capacity as the representative and agent of the Sellers with the powers set forth in the Agreement.
In accordance with the terms of the Agreement, the Company acquired 100% of the issued and outstanding share capital of Cyberhawk for (i) $118.2 million in cash and (ii) 581,732 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares are subject to restrictions on transfer for a period of one (1) year following the Completion Date, during which time the Shares may not be transferred without the Company's prior written consent, other than transfers to certain permitted transferees as set forth in the Registration Rights and Lock-Up Agreement (as defined below).
Additionally, on August 10, 2026, the Company entered into a Registration Rights and Lock-Up Agreement with the Sellers (the “Registration Rights and Lock-Up Agreement”), pursuant to which for a period of eighteen (18) months following the Completion Date, each Seller shall be subject to daily trading volume limitations, whereby a Seller may not sell, in the aggregate, any shares of Common Stock issued to such Seller pursuant to the Agreement on any trading market in any single trading day to the extent such sales would exceed such Seller’s pro rata portion of ten percent (10%) of the average daily trading volume of the Common Stock with respect to such trading day. The Company also agreed to file with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by the Sellers of the Shares, subject to the restrictions set forth in the Registration Rights and Lock-Up Agreement.
A copy of the opinion of Snell & Wilmer L.L.P., Nevada counsel for the Company, relating to the legality of the issuance of the Shares is attached as Exhibit 5.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Shares (as defined above) in Item 2.01 are exempt from the registration requirements of the Securities Act in accordance with Regulation D, as transactions by an issuer not involving a public offering, and Regulation S, as sales to non-U.S. investors outside of the United States.
Item 8.01 Other Events.
Also on August 10, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements are not required in connection with the Acquisition pursuant to Rule 3-05(b) of Regulation S-X.
(b) Pro forma financial information is not required in connection with the Acquisition pursuant to Article 11 of Regulation S-X.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
Exhibit No. |
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Description |
5.1 |
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23.1 |
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Consent of Snell & Wilmer L.L.P. (Nevada counsel) (included in Exhibit 5.1). |
99.1 |
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104 |
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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.
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ONDAS INC. |
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Date: |
August 10, 2026 |
By: |
/s/ Eric A. Brock |
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Eric A. Brock |
Exhibit 5.1
Snell & Wilmer L.L.P.
1700 S. PAVILION CENTER DRIVE, SUITE 700
LAS VEGAS, NV 89135
TELEPHONE: 702.784.5200
FACSIMILE: 702.784.5252
August 10, 2026
Ondas Inc.
222 Lakeview Avenue, Suite 800
West Palm Beach, Florida 33401
Re: |
Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as Nevada counsel to Ondas Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement dated August 10, 2026 filed with the Commission pursuant to Rule 424(b) of the Securities Act (as defined below) (“Prospectus Supplement”) on August 10, 2026, which supplements the Company’s Registration Statement on Form S-3 (File No. 333-290121) which automatically became effective upon filing on September 9, 2025, as amended from time to time (such Registration Statement in the form in which it became effective is referred to herein as the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus dated September 9, 2025 (together with the Prospectus Supplement, the “Prospectus”), relating to the registration and sale by the selling stockholders named in the Prospectus Supplement (collectively, the “Selling Stockholders”) of 584,649 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued pursuant to that certain (i) Share Purchase Agreement (the “Cyberhawk Agreement”), with the sellers of Cyberhawk Holdings Limited, a private company limited by shares incorporated in England and Wales, as set forth on Schedule 1 therein (the “Sellers”), and Christopher Fleming, or such other person appointed from time to time in accordance with the Agreement, solely in his capacity as the representative and agent of the Sellers with the powers set forth in the Agreement and (ii) Merger Agreement (the “World View Agreement,” together with the Cyberhawk Agreement, the “Agreements”), dated as of March 23, 2026, by and among the Company, Wassaic Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company, World View Enterprises Inc., a Delaware corporation, and Fortis Advisors LLC, a Delaware limited liability company in its capacity as the Representative (as defined in the World View Agreement).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the Prospectus Supplement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Prospectus.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and exhibits thereto, including the Prospectus; (ii) the Amended and Restated Articles of Incorporation of the Company, as amended, as currently in effect; (iii) the Amended and Restated Bylaws of the Company as currently in effect; (iv) the Agreements; and (v) certain resolutions and written consents of the Board of Directors of the Company relating to (A) the issuance of the Shares, (B) the specimen of Common Stock certificate, and (C) other related matters. For the purpose of rendering this opinion, we have made such factual and legal examinations as we deemed necessary under the circumstances, and in that connection therewith we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, certificates of officers or other representatives of the Company, and other instruments and have made such inquiries as we have deemed appropriate for the purpose of rendering this opinion.
In our examination, we have assumed without independent verification the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
Ondas Inc.
August 10, 2026
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to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. Our opinions are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers or other representatives of the Company and others.
On the basis of, and in reliance on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein, we are of the opinion that the Shares to be resold by the Selling Stockholders are validly issued, fully paid and nonassessable.
We render this opinion only with respect to the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised Statutes. We neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume that the Shares were issued in compliance with all applicable state securities or blue sky laws.
We assume no obligation to update or supplement this opinion if any applicable laws change after the date of this opinion or if we become aware after the date of this opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressly so stated. Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement and/or the Prospectus, other than as expressly stated herein with respect to the Shares.
We are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company. We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
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Very truly yours, |
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/s/ Snell & Wilmer L.L.P. |
Exhibit 99.1
Ondas Completes Previously Announced Acquisition of Cyberhawk, a Leader in AI-Powered Critical Infrastructure Intelligence
Cyberhawk expands Ondas' leadership in critical infrastructure intelligence with AI-enabled drone inspection, visual data management, and asset analytics
Expands Ondas' reach into high-value critical infrastructure and industrial inspection markets that are growing rapidly, driven by technology and regulatory advancements
WEST PALM BEACH, FL / August 10, 2026 / Ondas Inc. (Nasdaq: ONDS) ('Ondas' or the 'Company'), a leading provider of advanced autonomous systems and next-generation defense and security technologies and services, today announced the completion of its previously announced acquisition of Cyberhawk, a global leader in drone-enabled inspection, visual data management and AI-powered asset intelligence solutions for critical infrastructure operators.
The acquisition significantly expands Ondas' capabilities in critical infrastructure intelligence by adding Cyberhawk's software-enabled inspection platform, AI-driven analytics and global customer relationships. Cyberhawk has decades of operational expertise serving utilities, energy, renewables, mining and industrial customers. Together with Ondas' scaled operating platform and autonomous systems portfolio, Cyberhawk is now positioned to accelerate growth while further strengthening its leadership position in the rapidly expanding drone inspection services market.
"The addition of Cyberhawk accelerates the development of Ondas' growth platform across high value critical infrastructure and industrial markets that are now growing rapidly, driven by technology and regulatory advancements," said Eric Brock, Chairman and CEO of Ondas. "Ondas is a dual-purpose company, and we will invest with the intent to establish market leadership in this important end market. As we integrate Cyberhawk with our broader platform, including the leveraging of our enterprise-wide Palantir Foundry deployment, we expect to unlock additional value through enhanced data integration, AI-enabled workflows and greater operational efficiency across the business."
Cyberhawk has built a global reputation for delivering drone-enabled inspection and visual asset intelligence solutions to many of the world's largest infrastructure owners and operators. Its proprietary visual data management platform, AI-enabled analytics and highly skilled inspection teams provide customers with actionable insights that reduce costs, improve asset performance and support predictive maintenance. Combined with Ondas' expanding portfolio of autonomous aerial systems, robotics and AI software, the combined company is positioned to deliver a comprehensive infrastructure intelligence platform at global scale.
The completion of the Cyberhawk acquisition further advances Ondas' strategy of building a comprehensive autonomous intelligence platform that integrates intelligent sensing, autonomy, AI-powered analytics and mission execution across defense, security and critical infrastructure markets.
For additional information regarding the acquisition, please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today. In connection with the acquisition, the Company approved inducement grants of restricted stock units (RSUs) representing 1,601,593 shares of the Company's common stock and stock options exercisable for 1,290,000 shares of the Company's common stock with an exercise price of $9.11 per share to a total of 47 employees newly-hired in connection with the acquisition. The equity awards were granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception as a component of each individual's employment compensation and were granted as an inducement material to his or her acceptance of employment with the Company. RSUs representing (i) 1,097,687 shares of the Company's common stock vest semi-annually over two years following the closing date, subject to the applicable employee's continued employment with the Company, (ii) 460,000 shares of the Company's common stock vest one-third on August 10, 2027 and subsequently in eight equal quarterly installments, subject to the applicable employee's continued employment with the Company, and (iii) 43,906 shares of the Company's common stock vest on the closing date. Stock options representing 1,290,000 shares of the Company's common stock vest one-third on August 10, 2027 and subsequently in twenty-four equal monthly installments, subject to the applicable employee's continued employment with the Company.
About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems, robotics, and mission-critical technologies for defense, homeland security, public safety, critical infrastructure, and industrial markets. The Company develops and deploys integrated unmanned and autonomous platforms across air, ground, and stratospheric environments, designed to support intelligence, surveillance, reconnaissance, security, and operational missions in complex environments. Ondas’ solutions are deployed globally by government, defense, and commercial customers to protect infrastructure, borders, transportation networks, personnel, and strategic assets.
For additional information on Ondas Inc., visit Ondas Inc.
Forward-Looking Statements
Statements made in this release that are not statements of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.
Contacts
IR Contact for Ondas Inc.
888-657-2377
Media Contact for Ondas Inc.
Escalate PR
Preston Grimes
Marketing Manager, Ondas Inc.