Ondas Inc.

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.