Form 8-K
8-K — Ondas Inc.
Accession: 0001213900-26-042559
Filed: 2026-04-10
Period: 2026-04-10
CIK: 0001646188
SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0285880-8k_ondas.htm (Primary)
EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL) (ea028588001ex5-1.htm)
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8-K — CURRENT REPORT
8-K (Primary)
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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)
April 10, 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 is 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 April 10, 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 881,131 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share. As previously disclosed on April 1, 2026, such stockholders acquired
the Shares in connection with the Company’s acquisition of World View Enterprises 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
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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: April 10, 2026
ONDAS INC.
By:
/s/ Eric Brock
Eric A. Brock
Chief Executive Officer
2
EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL)
EX-5.1
Filename: ea028588001ex5-1.htm · Sequence: 2
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
April 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 April 10, 2026 filed with the Commission pursuant
to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”) on April 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 881,131 shares (the
“Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued pursuant
to that certain Merger Agreement (the “Agreement”), 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 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 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.
April 10, 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.
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