Ondas Holdings Inc美股招股说明书(2025-09-09版)

40,000,000shares of Common Stock We are offering 40,000,000shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”),pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share of Common Stock is$5.00. Our Common Stock is listed on The NASDAQ Capital Market under the symbol “ONDS”. On September 8, 2025, the lastreported sale price of our Common Stock on The NASDAQ Capital Market was $6.06 per share. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectussupplement, on page 3 of the accompanying prospectus and in our annual report on Form 10-K for the fiscal year ended December 31,2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025, which are incorporated by reference herein, to readabout the risks you should consider before purchasing our securities. Offering price Underwriting discounts and commissions(1) Proceeds, before expenses, to us (1)See “Underwriting” for a full description of compensation payable to the underwriters in connection with this offering. We granted the underwriters the option to purchase within 30 days from the date of this prospectus supplement up to anadditional 6,000,000 shares of our Common Stock at the per share purchase price set forth above. If the underwriters exercise thisoption in full, the total underwriting discount will be $12,650,000and our total proceeds, before expenses, will be $217,350,000. The underwriters expect to deliver the securities against payment on or about September 10, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Joint Book-Running Managers Oppenheimer & Co. Stifel Co-Managers Maxim GroupLLCNorthland Capital MarketsLadenburg ThalmannLake Street The date of this prospectus supplement is September 9, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-5CAPITALIZATIONS-6DILUTIONS-7UNDERWRITINGS-8MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF COMMON STOCKS-13LEGAL MATTERSS-17EXPERTSS-17WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-17INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-18 PROSPECTUS PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF WARRANTS20DESCRIPTION OF UNITS21GLOBAL SECURITIES22PLAN OF DISTRIBUTION24DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES27LEGAL MATTERS27EXPERTS27WHERE YOU CAN FIND ADDITIONAL INFORMATION27INCORPORATION OF CERTAIN INFORMATION BY REFERENCE28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with theSecurities and Exchange Commission (“SEC”) utilizing an automatic “shelf” registration process, as a “well-known seasoned issuer,”as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). This document is in two parts. The firstpart is this prospectus supplement, which describes the specific terms of this offering and the securities offered hereby and also adds toand updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying base prospectus, gives more general informationand disclosure about the securities we may offer from time to time, some of which does not apply to this offering of securities. Whenwe refer to the prospectus, we are referring to both parts combined, and when we refer to the accompanying prospectus, we arereferring to the base prospectus. If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you shouldrely on the information in this prospectus supplement. This prospectus supplement, the accompanying prospectus, any free writingprospectus and the documents incorporated into each by reference include important information about us and the securities beingoffered and other information you should know before investing. You should read this prospectus supplement and the accompanyingprospectus together with the additional information described under the heading “Where You Can Find Additional Information” in thisprospectus supplement and the accompanying prospectus before investing in our securities. Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into thisprospectus will be deem