8-K - ONDS - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported) March 11, 2026

Ondas Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-39761	47-2615102
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(IRS Employer<br><br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 is exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation S and Regulation D thereunder.

Item 7.01 Regulation FD Disclosure.

On March 11, 2026, Ondas Inc. (the “Company”) issued a fact sheet regarding the Acquisition (as defined below). A copy of the fact sheet is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item8.01 Other Events.

On March 11, 2026, 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 6,933,110 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. Such stockholders acquired the Shares in connection with the Company’s acquisition of 100% of the issued and outstanding share capital of Bird Aerosystems Ltd., a company organized under the laws of the State of Israel (the “Acquisition”). A copy of the legal opinion of Snell & Wilmer L.L.P. relating to the legality of the Shares is attached as Exhibit 5.1 hereto.

Also on March 11, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
5.1	Opinion of Snell & Wilmer L.L.P.
23.1	Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
99.1	Fact Sheet, dated March 11, 2026.
99.2	Press Release, dated March 11, 2026.
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: March 11, 2026	ONDAS INC.
	By:	/s/ Eric A. Brock
		Eric A. Brock
		Chief Executive Officer

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

March 11, 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 March 11, 2026 filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”) on March 11, 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 6,933,110 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued pursuant to that certain Share Purchase Agreement (the “Agreement”), dated as of March 11, 2026, by and among the Company, Bird Aerosystems Ltd., a company organized under the laws of the State of Israel (“Bird”), Bird’s shareholders listed on Exhibit B thereto, and Naschitz, Brandes, Amir & Co., Advocates, a General Partnership organized under the laws of the State of Israel, solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the 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 amended, as currently in effect; (iv) the Agreement; and (v) certain resolutions and minutes of meetings 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.

Ondas Inc.

March 11, 2026

Page 2

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 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 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.

Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P.

Exhibit 99.1

Exhibit 99.2

Ondas Acquires BIRD Aerosystems to Expand AirborneMissile Protection and ISR Capabilities

Entry into the airborne missile protectionmarket for unmanned aerial systems (UAS) and aircraft through a globally deployed aircraft protection platform installed on more than700 aircraft across 40+ aircraft types serving U.S. Army, NATO, leading armed forces in APAC and UN aviation fleets including advancedLaser Countermeasure systems designed to defeat modern missile threats.

Acquisition adds advanced sensing, mitigation,and mission command-and-control technologies to Ondas’ platform, supporting counter-UAS operations, border protection, maritimesurveillance, and airspace monitoring missions

WEST PALM BEACH, FL / March 11, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground robot intelligence through its Ondas Autonomous Systems (OAS) business unit and private wireless solutions through Ondas Networks, today announced that it has acquired BIRD Aerosystems, a global leading developer and provider of Airborne Missile Protection Systems (AMPS) and airborne intelligence, surveillance and reconnaissance (ISR) solutions for military, government and homeland security customers worldwide. The acquisition marks Ondas’ entry into the airborne and unmanned aerial systems (UAS), missile protection market, adding a new layer of defense technologies applicable to defense and security markets and complementing the Company’s growing technological portfolio of autonomous systems of systems architecture including counter-UAS capabilities, and mission intelligence solutions.

“BIRD Aerosystems adds an important and highly differentiated capability to the Ondas defense technology platform,” said Eric Brock, Chairman and CEO of Ondas. “Their globally deployed aircraft protection systems and advanced airborne ISR mission technologies significantly expand our footprint in airborne defense markets while strengthening our ability to deliver integrated multi-domain mission solutions. By combining BIRD’s sensing, mitigation and command-and-control capabilities with Ondas’ autonomous aerial systems, counter-UAS technologies and robotic platforms, we are advancing our strategy of building a comprehensive defense architecture designed to address the evolving security challenges facing defense and homeland security operators worldwide.”

Founded in Israel in 2001, BIRD Aerosystems has established itself as a leading developer of airborne defense technologies designed to protect aircraft and deliver advanced mission intelligence capabilities. The company’s aircraft protection systems are installed on more than 700 airborne platforms across over 40 aircraft types, supporting defense, government and special mission aviation operators including the U.S. Army, NATO forces, leading air forces that are part of APAC and United Nations aviation fleets. BIRD’s technologies have been deployed operationally in numerous global conflict zones and high-risk operational environments.

BIRD Aerosystems operates across two primary technology pillars: Airborne Missile Protection Systems (AMPS) and Airborne Surveillance, Intelligence and Observation (ASIO) mission systems. The company’s AMPS platform integrates BIRD’s unique advanced missile warning sensors and Directional Infrared Countermeasure (DIRCM) technologies designed to detect, confirm and neutralize incoming missile threats such as MANPADS, protecting aircraft operating in high-risk environments.

In parallel, BIRD’s ASIO solutions provide advanced airborne ISR and mission management capabilities combining multi-mode radar, electro-optical sensors, communications intelligence and data fusion technologies. These systems support complex surveillance missions including border protection, maritime patrol, infrastructure monitoring and airspace security, delivering real-time intelligence to ground-based command and control centers.

Following its integration with Ondas, BIRD Aerosystems will also expand its technologies into the rapidly growing market of unmanned aerial platform protection, enabling advanced missile protection solutions designed for next-generation unmanned aircraft systems. The expansion will support the growing demand for protection of autonomous aerial platforms operating in contested environments.

“Ondas is building a unique platform combining autonomous systems, advanced sensing technologies and mission intelligence capabilities designed to address modern defense and security challenges,” said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “BIRD Aerosystems brings combat-proven airborne technologies used by defense operators worldwide. Integrating BIRD’s ISR, sensing and aircraft protection technologies into our ecosystem is expected to significantly strengthen our ability to deliver integrated solutions across counter-UAS defense, border security, airspace monitoring and national security missions.”

The acquisition continues Ondas’ strategy of expanding its global defense technology platform through targeted acquisitions of mission-critical technologies that enhance ISR, airspace defense, counter-UAS operations and autonomous security systems across NATO and allied markets. Together with Ondas’ complementary technologies, the addition of BIRD Aerosystems further strengthens Ondas’ systems-of-systems defense architecture. By integrating airborne sensing, aircraft protection technologies, autonomous ISR drones, counter-UAS capabilities and robotic ground platforms, Ondas is building a unified defense ecosystem designed to support multi-domain missions across air, ground and sensing environments.

Ondas will provide outlook information regarding BIRD Aerosystems on its earnings conference call scheduled for Wednesday, March 25, 2026 at 8:30 a.m. Eastern Time.

About Ondas Inc.

Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems and private wireless solutions through its business units Ondas Autonomous Systems (OAS), Ondas Capital and Ondas Networks. Ondas’ technologies offer a powerful combination of aerial intelligence and next-generation connectivity to enhance security, operational efficiency, and data-driven decision-making across essential industries.

Ondas Autonomous Systems (“OAS”) delivers a portfolio of AI-powered defense and security platforms deployed globally to protect sensitive sites, populations, and critical infrastructure. Through its operating companies-American Robotics, Airobotics, Apeiro Motion, Roboteam Ltd., and Sentrycs—OAS provides an integrated suite of autonomous aerial, ground, and counter-UAS solutions. These include the Optimus System, the first FAA-certified small UAS for fully automated aerial security and data capture; Iron Drone Raider, an autonomous counter-UAS interception platform; Roboteam’s combat-proven tactical ground robotic systems for military and special operations forces; Apeiro Motion’s advanced ground robotics and tethered UAV systems with proprietary navigation and communications technologies; and Sentrycs’ Cyber-over-RF (CoRF) and protocol-manipulation counter-UAS solutions.

Ondas Capital plans to combine advisory services and strategic investment management services to accelerate the rapid scaling and global deployment of unmanned and autonomous systems to Allied defense and security markets.

Ondas Networks provides software-defined wireless broadband technology through its FullMAX platform, based on the IEEE 802.16t standard. This standards-based system delivers high-performance connectivity for mission-critical IoT applications in markets such as rail, utilities, oil and gas, transportation, and government.

For additional information on Ondas Inc.: www.ondas.com, X and LinkedIn

For Ondas Autonomous Systems: LinkedIn

For Airobotics: www.airoboticsdrones.com, X and LinkedIn

For American Robotics: www.american-robotics.com, X and LinkedIn

For Sentrycs: www.sentrycs.com, X and LinkedIn

For Roboteam: www.robo-team.com, X and LinkedIn

For Apeiro Motion: www.apeiro-motion.com, LinkedIn

For Ondas Networks: www.ondasnetworks.com, X and LinkedIn

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

ir@ondas.com

Media Contact for Ondas Inc.

Escalate PR

ondas@escalatepr.com

Preston Grimes

Marketing Manager, Ondas Inc.

preston.grimes@ondas.com