Form 8-K

8-K — Ondas Inc.

Accession: 0001213900-26-062119

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001646188

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0292551-8k_ondas.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT, FILED ON MAY 28, 2026 (ea029255101ex3-1.htm)

EX-10.1 — AMENDMENT TO THE ONDAS INC. 2021 INCENTIVE STOCK PLAN (ea029255101ex10-1.htm)

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8-K — CURRENT REPORT

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2026-05-28

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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)

May 28, 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 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2026 Annual Meeting

of Stockholders of Ondas Inc. (the “Company”) held on May 28, 2026 (the “Annual Meeting”), stockholders of the

Company approved an amendment to the Ondas Inc. 2021 Stock Incentive Plan, as amended (the “2021 Plan”) to increase the number

of shares of the Company’s common stock, par value of $0.0001 per share (“Common Stock”), authorized for issuance under

the 2021 Plan from 61,000,000 shares of Common Stock to 81,000,000 shares of Common Stock (the “Plan Increase Amendment”).

The Board of Directors of the Company adopted the Plan Increase Amendment on April 9, 2026, subject to stockholder approval.

A description of the material

terms and conditions of the Plan Increase Amendment is set forth on page 25 of the Company’s definitive proxy statement, as amended,

initially filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”), and is incorporated

herein by reference. The description of the Plan Increase Amendment incorporated herein by reference does not purport to be complete and

is qualified in its entirety by reference to the full text of the Plan Increase Amendment, attached to this report as Exhibit 10.1, and

incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote

of Security Holders.

The following matters

were voted upon at the Annual Meeting. Each stockholder of Common Stock was entitled to one vote on each matter properly presented at

the Annual Meeting for each share of Common Stock owned by that stockholder on the record date.

Proposal 1 - a

proposal to elect four directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified.

Nominee

Votes For

Votes Withheld

Broker Non-Vote

Eric A. Brock

118,915,661

8,044,965

138,434,298

Richard M. Cohen

100,274,466

26,686,157

138,434,301

Randall P. Seidl

121,055,991

5,904,632

138,434,301

Jaspreet Sood

121,028,463

5,932,163

138,434,298

Proposal 2 - a

proposal to ratify the selection of BDO USA, P.C. as the Company’s independent certified public accountants for the fiscal year

ending December 31, 2026.

Votes For

Votes Against

Abstain

Broker Non-Vote

248,561,166

11,747,523

5,086,235

N/A

Proposal 3 - a

proposal to obtain advisory approval of the Company’s executive compensation.

Votes For

Votes Against

Abstain

Broker Non-Vote

116,682,221

5,844,596

4,433,805

138,434,302

Proposal 4 - a

proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the number

of authorized shares of common stock from 800,000,000 to 1,200,000,000 (the “Certificate of Amendment”).

Votes For

Votes Against

Abstain

Broker Non-Vote

230,413,092

29,588,532

5,393,293

N/A

The description of the

Certificate of Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference

to the full text of the Certificate of Amendment, attached to this report as Exhibit 3.1, and incorporated herein by reference.

Proposal 5 - a

proposal to approve an amendment to the 2021 Plan to increase the number of shares of Common Stock authorized for issuance under the 2021

Plan.

Votes For

Votes Against

Abstain

Broker Non-Vote

96,404,128

26,219,240

4,337,252

138,434,304

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

Certificate of Amendment, filed on May 28, 2026.

10.1+

Amendment to the Ondas Inc. 2021 Incentive Stock Plan.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Management Compensatory Plan

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: May 28, 2026

ONDAS INC.

By:

/s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

EX-3.1 — CERTIFICATE OF AMENDMENT, FILED ON MAY 28, 2026

EX-3.1

Filename: ea029255101ex3-1.htm · Sequence: 2

Exhibit

3.1

FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT Page 1 of 2 Revised: 9/1/2023 1. Entity information: Name of entity as on file with the Nevada Secretary of State: This form must be accompanied by appropriate fees. Certificate to Accompany Restated Articles or Amended and Restated Articles Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two-thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued Officer's Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. The purpose of the entity has been amended. The authorized shares have been amended. Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. Dissolution Merger Conversion 3. Type of Amendment Filing Being Completed: (Select only one box) (If amending, complete section 1, 3, 5 and 6.) 2. Restated or Amended and Restated Articles: (Select one) (If amending and restating only, complete section 1,2 3, 5 and 6) Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. Entity or Nevada Business Identification Number (NVID): Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. No action by stockholders is required, name change only. Or Ondas Inc. E0640082014-2 87% votes cast

FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) Time: Date: 4. Effective Date and Time: (Optional) (must not be later than 90 days after the certificate is filed) 5. Information Being Changes to takes the following effect: Changed: (Domestic The entity name has been amended. corporations only) The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) (attach additional page(s) if necessary) 6. Signature: (Required) X ____________________________ Signature of Officer or Authorized Signer Title X ____________________________ Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 9/1/2023 4.1 Authorized Shares /s/ Eric Brock Chairman and Chief Executive Officer The Articles of Incorporation of the corporation are hereby amended by deleting Section 4.1 of Article IV, and inserting in lieu of said Section 4.1 of Article IV the following new Section 4.1 under Article IV: "4.1. Authorized Shares. The corporation is authorized to issue two classes of shares, designated "Common Stock" and "Preferred Stock." The total number of shares of Common Stock authorized to be issued is 1,200,000,000 shares, with a par value of $0.0001 per share. The total number of shares of Preferred Stock authorized to be issued is 10,000,000 shares, with a par value of $0.0001 per share."

EX-10.1 — AMENDMENT TO THE ONDAS INC. 2021 INCENTIVE STOCK PLAN

EX-10.1

Filename: ea029255101ex10-1.htm · Sequence: 3

Exhibit 10.1

AMENDMENT TO THE

ONDAS INC.

2021 INCENTIVE STOCK PLAN

WHEREAS,

Ondas Inc., a Nevada corporation (the “Company”) currently maintains and sponsors the Ondas Inc. 2021 Incentive Stock Plan

(the “Plan”); and

WHEREAS,

Section 16(l) of the Plan provides that the Board of Directors of the Company (“Board”) may amend the Plan from

time to time; and

WHEREAS,

the Board has determined it to be in its best interests to amend the Plan as set forth herein; and

NOW,

THEREFORE, effective upon the Company’s Stockholders’ approval as set forth in Section 16(l) of the Plan, the

following amendment to the Plan is hereby adopted:

1. The

last sentence of Section 5(a) of the Plan shall be amended and restated to read as follows:

“(a) Shares

Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares

or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued pursuant to Awards

granted under the Plan shall be eighty-one million (81,000,000) shares.”

2. Section 5(b) of

the Plan shall be amended and restated to read as follows:

“(b) Limitations

on Incentive Stock Options. With respect to the shares of Common Stock reserved pursuant to this Section, a maximum of eighty-one million

(81,000,000) such shares may be subject to grants of Incentive Stock Options.”

3. Except

as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 28th day of

May 2026, on behalf of the Company.

ONDAS INC.

By:

/s/ Eric Brock

Name:

Eric Brock

Title:

Chairman and CEO

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