Ondas Inc.

 

3,358,097 Shares of Common Stock Offered by the Selling Stockholders

 

We are registering the offer and sale or other disposition from time to time of 3,358,097 shares of our Common Stock ("Common Stock"), par value $0.0001 per share (the "Shares"), by the selling stockholders identified in this prospectus supplement. The Shares were issued to the selling stockholders in connection with the transactions contemplated by the Purchase Agreement, described below. We relied upon the exemption from registration provided by Regulation S and Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and the rules promulgated thereunder with respect to the initial issuance of the Shares.

 

To the extent that the selling stockholders resell any of the Shares, the selling stockholders may be required to provide you with this prospectus identifying and containing specific information about the selling stockholders and the amount and terms of the securities being offered. You should read this prospectus supplement and the accompanying prospectus before you invest.

 

On March 11, 2026, we entered into a Share Purchase Agreement (the "Purchase Agreement"), 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 Purchase Agreement) (the "Shareholders' Agent").

 

On March 11, 2026 (the "Closing Date"), pursuant to the Purchase Agreement, we acquired 100% of the issued and outstanding share capital ("Bird Shares") of Bird (the "Transaction"). On the Closing Date, upon the terms and subject to the conditions set forth in the Purchase Agreement, we (i) paid an aggregate amount of (i) $5,173,589 in cash and (ii) issued 6,933,110 shares of Common Stock. On March 18, 2026 (the "Second Payment Date"), we issued the Shares. Also on March 11, 2026, we entered into that certain Registration Rights Agreement, by and among the Company, the selling stockholders and the Shareholders' Agent, pursuant to which the Shares are being registered for resale.

 

The selling stockholders may sell some, all, or none of the Shares offered by this prospectus supplement and the accompanying prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market, or trading facility on which shares of our Common Stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. See the section titled "Plan of Distribution" and "Use of Proceeds" for additional information.

 

Our Common Stock is listed on the Nasdaq Capital Market under the symbol "ONDS." On March 17, 2026, the closing price for our Common Stock, as reported on the Nasdaq Capital Market, was $11.28 per share. Our principal executive office is located at 222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401.