Form 8-K

8-K — Ondas Inc.

Accession: 0001213900-26-102458

Filed: 2026-09-23

Period: 2026-09-23

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 — ea0306273-8k_ondas.htm (Primary)

EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL) (ea030627301ex5-1.htm)

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 23, 2026 (ea030627301ex99-1.htm)

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8-K — CURRENT REPORT

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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)

September 23, 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) 657-2377

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 issuance of the Shares (as defined

below) are exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation D

thereunder, 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.

On September 23,

2026, the Company filed with the 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 7,822,077 shares (the

“Shares”) of Common Stock. (i) 632 shares of Common Stock were acquired by certain stockholders on April 1, 2026, in

connection with the Company’s acquisition of World View Enterprises Inc., a Delaware corporation, and (ii) 7,821,445 shares of

Common Stock were acquired by certain stockholders on September 23, 2026 in connection with the Company’s acquisition of the following businesses: (a) CaribouLabs Ltd., a company registered in the State of Israel, (b) Insignito Solutions Ltd., a company registered in the

State of Israel, and (c) Ottopia Technologies Ltd., a company registered in the State of Israel (collectively, the

“Acquisitions”). 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.

Also, on September 23,

2026, the Company issued a press release announcing the Acquisitions. A copy of the press release is attached as Exhibit 99.1 and incorporated

herein by reference.

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).

99.1

Press Release, dated September 23, 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: September 23, 2026

ONDAS INC.

By:

/s/

Eric A. Brock

Chief Executive Officer

EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL)

EX-5.1

Filename: ea030627301ex5-1.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

September 23, 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 September 23, 2026 filed with the

Commission pursuant to Rule 424(b) of the Securities Act (as defined below) (“Prospectus Supplement”) on September 23,

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 7,822,077 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 “Cactus Agreement”), dated as of September 23, 2026, by and among the Company, CaribouLabs Ltd., a company

organized under the laws of the State of Israel (“CaribouLabs”), CaribouLabs’ shareholders listed on Exhibit A

thereto, and Mr. David Michaeli solely in its capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties

(as defined in the Cactus Agreement); (ii) Share Purchase Agreement (the “Ice-T Agreement”), dated as of September 23,

2026, by and among the Company, Insignito Ltd., a company organized under the laws of the State of Israel (“Insignito”),

Insignito’s shareholders listed on Exhibit B thereto, and Mr. Itay Nourian solely in its capacity as the representative, agent

and attorney-in-fact of the Indemnifying Parties (as defined in the Ice-T Agreement); (iii) Merger Agreement (the “World View

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 World View Agreement); and (iv) Asset Purchase

Agreement (the “Oasis Agreement,” together with the Cactus Agreement, Ice-T Agreement, and World View Agreement, the

“Agreements”), dated as of September 23, 2026, by and among Oasis Sub Ltd., a wholly owned subsidiary of the Company and

Ottopia Technologies Ltd., a company incorporated under the laws of the State of Israel.

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.

Ondas Inc.

September 23, 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 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.

Very truly yours,

/s/

Snell & Wilmer L.L.P.

EX-99.1 — PRESS RELEASE, DATED SEPTEMBER 23, 2026

EX-99.1

Filename: ea030627301ex99-1.htm · Sequence: 3

Exhibit 99.1

Ondas Acquires Three Defense Technology Businesses

to Expand Its Integrated Autonomous Defense Systems Platform

Acquisitions add field-deployed and near-term mission-ready

capabilities across acoustic intelligence, resilient communications, remote operations and GNSS-denied navigation, strengthening existing

Ondas platforms and enabling new integrated solutions and revenue opportunities.

Insignito adds a unique passive acoustic sensing

layer to detect, classify, and track drones particularly useful for small FPV drone systems and fiber optic systems that are difficult

to detect by traditional methods.

Ottopia Defense combines AI-powered autonomy capabilities

and ultra-low-latency teleoperation, and intelligent networking, connecting unmanned maneuvering platforms with human operators and command

centers for one-to-many capabilities.

Caribou Labs is a provider of GNSS-denied navigation

and resilient communications technology that will add key capabilities and differentiation for Ondas platforms in combat environments.

WEST PALM BEACH, FL / September 23, 2026 / Ondas

Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous systems and next-generation defense

and security technologies, announced today that it has acquired three defense technology businesses, adding advanced capabilities that

enhance the Company’s mission capabilities and expand its addressable markets. The

acquired businesses bring technologies ranging from systems already deployed in active conflict environments to capabilities positioned

for near-term mission integration across Ondas’ existing platforms. The

acquisitions are designed to strengthen Ondas’ existing and future autonomous platforms, accelerate the development of integrated

solutions and create new opportunities for growth across the defense and autonomous systems markets.

“These acquisitions reflect our strategy of

assembling the critical technologies required to make autonomous systems more capable, resilient and scalable in contested environments,”

said Eric Brock, Chairman and CEO of Ondas Inc. “Together, these businesses give Ondas more to sell and more ways to win. They add

commercial revenue streams we can grow across our customer base,

and they strengthen our ability to pursue larger, longer-term

customer programs where we deploy and sustain more capable autonomous systems on behalf of the customers

we serve.”

Insignito – AI-Enabled Acoustic Intelligence

for C-UAS.

Insignito’s mission-ready technology creates

a passive acoustic sensing layer designed to detect, classify, track and localize drones by their acoustic signatures, including small

drones, FPV systems, low-altitude threats and autonomous or RF-silent platforms that can challenge traditional radar and radio-frequency

detection. Its flagship DUMBO system has been successfully deployed in conflict zones listening to the operating environment rather than

transmitting RF or electromagnetic energy, applying real-time signal processing, advanced acoustic modeling, artificial intelligence and

proprietary algorithms to identify unmanned aerial vehicle signatures. The technology is designed to complement radar, RF and electro-optical

sensors, adding an independent sensing modality to a layered, multi-sensor C-UAS architecture.

Beyond passive detection, Insignito has developed

several additional capabilities including WaveGuide, a software-based mission-planning capability that models the acoustic detectability

of aerial platforms along planned trajectories; Silent Propellers, which applies acoustic engineering to reduce the noise signature of

unmanned aircraft; and Banshee, an acoustic-enabled drone interception technology under development. Collectively, these capabilities

span detection, mission planning, signature reduction and interception.

Ottopia Defense – Mission-Critical Communications

and Remote Control for Unmanned Systems.

Ottopia Defense (“Ottoppia”) provides

software and communications infrastructure connecting unmanned maneuvering platforms with remote operators and command centers. The technology

is designed to maintain the continuous, real-time flow of video, telemetry, mission data and commands in remote, harsh, bandwidth-constrained,

degraded and mission-critical environments. Its architecture dynamically manages high-priority operational data across available communications

channels, helping preserve the connection between unmannedplatforms and human operators when battlefield connectivity is inconsistent

or disrupted.

Ottopia’s mission-ready platform combines AI-enabled

autonomy, ultra-low-latency teleoperation, remote control and resilient communications, enabling operators to supervise multiple unmanned

systems, monitor live video and telemetry, and intervene whenever human judgment or direct control is required. Its one-to-many architecture

allows a smaller number of operators to manage multiple assets from centralized mission centers or distributed command environments while

preserving human oversight and command authority.

Caribou Labs – Resilient Communications for

GNSS-denied environments.

Caribou Labs (“Caribou”) is a deep-tech,

dual-use company specializing in EW environments providing resilient communications and deterministic identification. The company combines

domain expertise in RF engineering, sensing and defense systems. Caribou’s mission is to deliver GPS-independent positioning timing

and visibility when digital infrastructure fails. The company’s products are complementary to Ondas’ autonomous systems by

helping to complete an end-to-end autonomy and resiliency stack that includes connectivity, navigation, identification and regulatory

compliance across aerial, ground and command platforms. Caribou’s technology is currently deployed in active conflict environments

and has a global pipeline of new customer opportunities.

Building an Integrated Technology Stack for Autonomous

Defense

Ondas intends to integrate these technologies across

its existing portfolio. Insignito adds acoustic sensing that enhances Ondas’ current C-UAS solution with an additional FPV drone

detection layer. Ottopia provides the resilient connectivity and human command capabilities required for remote operations of unmanned

ground vehicles such as Iron Wave. Caribou adds navigation, positioning and communications capabilities for GNSS-denied environments that

are required across Ondas’ platforms. Combined with Ondas’ existing autonomous platforms, sensors, software and mission systems,

these capabilities are expected to strengthen an increasingly integrated technology stack spanning detection, connectivity, navigation,

autonomy and mission execution. This approach is central to Ondas’ Systems-of-Systems strategy: combining differentiated technologies

across multiple platforms to enhance existing products, accelerate the development of new solutions and expand the markets and revenue

opportunities available to the Company.

Transaction Summary of Strategic Acquisitions

Ondas acquired the businesses for aggregate consideration

of $56 million, payable in cash or Ondas common stock. Based on Ondas’ forecasts, the purchase price represents less than three

times the businesses’ expected 2027 revenue. The transactions also include potential earnout consideration of up to $32 million

in the aggregate, payable in cash or Ondas common stock upon the achievement of key performance milestones through 2028.

connection with the acquisitions, the Company approved inducement grants of restricted stock units (RSUs) representing 2,979,063

shares of the Company’s common stock and stock options exercisable for

80,000 shares of the Company’s common stock with an exercise price of $7.72 per

share to a total of 37 newly-hired employees in connection with the acquisitions. The equity awards were granted under the Ondas Inc.

2026 Inducement Plan 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)

222,727 shares of the Company’s common stock vest in eight (8) equal

quarterly installments over two years following the closing date, subject to the applicable employee’s continued employment with

the Company; (ii) 1,866,061 shares of the Company’s common stock

vest one-third on September 23, 2027 and subsequently in eight equal quarterly installments, subject to the applicable employee’s

continued employment with the Company; and (iii) 890,275 shares of the

Company’s common stock vest on the closing date. Stock options representing 80,000 shares of the Company’s common stock vest

one-third on September 23, 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, including autonomous drone systems, counter-UAS technologies, robotic ground systems, advanced unmanned aircraft and propulsion

solutions, demining and engineering systems, and integrated sensing and communications technologies 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 www.ondas.com.

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

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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