Form 8-K

8-K — Ondas Inc.

Accession: 0001213900-26-050973

Filed: 2026-05-01

Period: 2026-05-01

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 — ea0288547-8k_ondas.htm (Primary)

EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL) (ea028854701ex5-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0288547-8k_ondas.htm · Sequence: 1

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0001646188

2026-05-01

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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 1, 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 ☐

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 issuances of the Shares

(as defined below) in Item 8.01 below is exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance

with Regulation D thereunder.

Item

8.01. Other Events

May 1, 2026, Ondas Inc. (the “Company”) filed with the U.S. 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 4,001 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. As previously disclosed

on April 1, 2026, such stockholders acquired the Shares in connection with the Company’s acquisition of World View Enterprises

Inc., a Delaware corporation. 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.

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).

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

1, 2026

ONDAS

INC.

By:

/s/

Eric Brock

Eric

A. Brock

Chief

Executive Officer

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

EX-5.1

Filename: ea028854701ex5-1.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

May

1, 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:

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 May 1, 2026 filed

with the Commission pursuant to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”) on May 1, 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 4,001 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),

issued pursuant to that certain Merger Agreement (the “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 Agreement).

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.

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 Agreement;

and (v) certain resolutions and minutes of meetings 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.

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.

Ondas

Inc.

May

1, 2026

Page

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.

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.

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.

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.

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.

Snell

& Wilmer L.L.P.

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