Form 8-K

8-K — Ondas Inc.

Accession: 0001213900-26-051162

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0001646188

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288867-8k_ondas.htm (Primary)

EX-99.1 — LETTER TO STOCKHOLDERS, DATED MAY 4, 2026 (ea028886701ex99-1.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)

May 4, 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 7.01 Regulation FD Disclosure.

On May 4, 2026, Ondas Inc. (the

“Company”) issued a letter to the Company’s stockholders from Eric Brock, the Company's Chairman and Chief Executive

Officer, regarding the Company's 2026 Annual Meeting of Stockholders to be held on May 28, 2026.

The information furnished pursuant

to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be

deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act,

except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Letter to Stockholders, dated May 4, 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: May 4, 2026

ONDAS INC.

By:

/s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

EX-99.1 — LETTER TO STOCKHOLDERS, DATED MAY 4, 2026

EX-99.1

Filename: ea028886701ex99-1.htm · Sequence: 2

Exhibit 99.1

CEO Letter to Stockholders

Fellow Stockholders,

Over the past year, Ondas has delivered strong performance and is building

accelerating momentum across our business. This progress is reflected in our execution, including significant revenue growth, expanding

backlog, and increasing engagement with defense and security customers globally. We are entering 2026 with a rapidly expanding opportunity

set and are positioned at the beginning of what we believe will be a sustained, multi-year growth trajectory in stockholder value.

Building a Scalable Global Platform

We have made significant investments in our technology platforms, our

global operating platform, our customer delivery infrastructure, and our broader ecosystem, and we believe those investments are paying

off. Through a combination of internal development and a disciplined strategic growth program, we have built an integrated autonomous

systems platform spanning air, ground, and stratospheric solutions, with capabilities across counter-UAS, ISR, and mission-critical operations,

supported by a scalable global operating platform designed to deliver these solutions globally.

These investments are foundational. They are designed to support what

we believe will be a substantially larger business and significant additional value creation over the next three to five years and beyond.

At the center of this progress is our Core + Strategic Growth plan.

This strategy is designed to build a leading, scaled operating platform in the unmanned and autonomous systems market, integrating technology,

manufacturing, field operations, and go-to-market capabilities. I am pleased to share that this strategy is working as designed, and we

are well ahead of the initial plan we laid out less than 12 months ago at our July 2025 Investor Day.

We are deepening and broadening our technology capabilities while simultaneously

building the operating platform required to deliver at scale—expanding our solutions portfolio, strengthening our manufacturing

and supply chain capabilities, and enhancing our global go-to-market and customer support infrastructure. This integrated model enables

us to serve defense, homeland security, public safety, and critical infrastructure customers with increasing effectiveness.

We believe this combination, technology leadership plus a scaled global

operating platform, is what differentiates Ondas and positions us to lead in a massive and accelerating global investment cycle in unmanned

and autonomous systems.

Execution Driving Financial Strength

Importantly, our strategy is producing measurable results.

In 2025, we generated $50.7 million in revenue, reflecting 605% year-over-year

growth and validating the increasing demand for our solutions. As recently reported, our backlog has increased to $457 million. This backlog,

along with an expanding pipeline, and increasing program engagement across U.S. and allied markets is providing strong visibility for

our target of at least $375 million in revenue in 2026. At the same time, we are building a financial model designed to deliver:

● Sustained revenue growth

● Expanding gross profit pools

● Increasing operating leverage

● Attractive long-term returns on invested capital

As our business scales, we expect these dynamics to compound, driving

a progressively more valuable financial profile.

We are also maintaining a strong, well-capitalized balance sheet with

more than $1.4 billion of cash and short-term investments as of March 31, 2026 (unaudited), which provides the flexibility to invest in

growth while remaining disciplined in our capital allocation decisions.

Transparency and accountability to our stockholders remain central

to how we operate, and we are committed to continuing to broaden and deepen our investor base as our story evolves.

A Defining Opportunity Ahead

We believe Ondas is establishing leadership in one of the most important

technology and defense transformations of our time.

Defense and security customers around the world are re-architecting

operations around unmanned and autonomous systems. This shift is structural, multi-year in nature, and supported by significant and growing

investment.

Our positioning across platforms, technologies, and operating capabilities

is increasingly placing Ondas at the center of this transformation.

As these markets evolve, we believe the benefits to our stockholders

will compound. Our objective is clear: to build a large, valuable, and enduring company, and to execute with discipline and urgency on

the exceptional opportunity in front of us.

Stockholder Vote and Capital Structure

At our upcoming annual meeting, we are asking for your support on an

important proposal to increase our authorized shares from 800 million to 1.2 billion.

This proposal is critical as we continue to execute our strategy and

accelerate our leadership position.

Today, over 50% of our shares are issued and outstanding, and nearly

25% of our authorized shares are reserved for warrants with higher strike prices at $20 and $28 per share. While these instruments reflect

prior financing activities that have accelerated our growth and expanded our opportunity set, they also limit our flexibility to fully

execute our strategy. This constraint is particularly relevant as we pursue strategic acquisitions.

Our backlog is growing, our revenue trajectory is strengthening, and

our M&A pipeline continues to expand. In 2026, we have executed 5 acquisitions to date at an aggregate transaction value of $557 million.

On a combined basis, these companies are expected to generate approximately $230 million in full year revenue in 2026. Today we have an

M&A pipeline of over 25 opportunities, many of them in advanced stages of activity. These businesses have a combined potential run

rate of $500 million in 2026 revenue. Significant organic growth, augmented by these strategic activities point to a substantially larger

business over the next 12 to 36 months.

To capture this opportunity, we must maintain the flexibility to act

decisively.

We want to be clear: we are committed to using our authorized shares

responsibly and with a focus on long-term value creation. Our strategy is centered on highly accretive investments that strengthen our

platform, expand our market position, and support growth in stockholder value over time.

We respectfully ask for your support in approving this proposal.

Our Commitment to Stockholders

Our leadership team is deeply committed to serving our stockholders

and building long-term value.

We are not only operators, we are also investors. Our interests are

fully aligned with stockholders, and we approach every decision with a focus on sustainable value creation.

We are grateful for your continued support and confidence in Ondas.

We recognize the responsibility that comes with that trust, and we are committed to executing our strategy with discipline, transparency,

and urgency. We are accountable for the results.

The opportunity ahead of us is exceptional. Our strategy is in place.

Our platform is scaling. Our markets are expanding.

Now, it is about execution.

And we are fully committed to delivering.

Sincerely,

Eric Brock

Chairman and Chief Executive Officer

Ondas Inc.

May 4, 2026

2026 Annual Meeting of Stockholders

Ondas Inc. has distributed proxy materials to

its stockholders, including a Notice of the 2026 Annual Meeting of Stockholders and Definitive Proxy Statement (the “Notice and

Proxy Statement”) for its Annual Meeting of Stockholders to be held on Thursday, May 28, 2026. A copy of the Notice and Proxy Statement

was filed with the Securities and Exchange Commission on April 20, 2026.

If you would like additional copies of the Notice

and Proxy Statement or you need assistance voting your shares, you should contact:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

Phone Number: (855) 325-6668 (Toll Free in

U.S.)

Email: ONDS@allianceadvisors.com

Website: www.allianceadvisors.com

Forward-Looking Statements

Statements made in this document 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.

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