Ondas Holdings Inc美股招股说明书(2026-01-08版)

Ondas Holdings Inc. 1,671,899 Shares of Common Stock Offered by the Selling Stockholders We are registering the offer and sale or other disposition from time to time of 1,671,899 shares of our Common Stock(“Common Stock”), par value $0.0001 per share (the “Shares”), by the selling stockholders identified in this prospectus supplement.The Shares were issued to the selling stockholders in connection with the transactions contemplated by the Purchase Agreementdescribed below. We relied upon the exemption from registration provided by Regulation S and Regulation D of the Securities Act of1933, as amended (the “Securities Act”), and the rules promulgated thereunder with respect to the initial issuance of the Shares. To the extent that the selling stockholders resell any of the Shares, the selling stockholders may be required to provide youwith this prospectus identifying and containing specific information about the selling stockholders and the amount and terms of thesecurities being offered. You should read this prospectus supplement and the accompanying prospectus before you invest. On November 3, 2025, we entered into a Share Purchase Agreement (the “Purchase Agreement”), by and among theCompany, Sentry CS Ltd, a company organized under the laws of the State of Israel (“Sentry”), Sentry’s shareholders listed on ExhibitB thereto, and Sagitta Holdco SARL, a private limited liability company organized under the laws of the Grand Duchy ofLuxembourg, having its registered office at 15, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, and registered with the LuxembourgTrade and Companies Register under number B268651, solely in its capacity as the representative, agent and attorney-in-fact of theIndemnifying Parties (as defined in the Purchase Agreement) (the “Shareholders’ Agent”). On November 17, 2025 (the “Closing Date”), pursuant to the Purchase Agreement, we acquired 100% of the issued andoutstanding share capital (“Sentry Shares”) of Sentry (the “Transaction”). On the Closing Date, upon the terms and subject to theconditions set forth in the Purchase Agreement, we paid an aggregate amount of (i) $117,500,000 in cash and issued (ii) 4,096,700shares of Common Stock. On January 8, 2026 (the “Second Payment Date”), we (i) paid an additional aggregate amount of $2,500,000in cash and (ii) issued the Shares. Also, we shall pay an additional $5,000,000 in cash, in installments so that an amount of $2,500,000shall be paid following the (a) expiration of a 60-day period commencing on the Closing Date (the “Third Payment Date”) and (b)expiration of a 120-day period commencing on the Closing Date (the “Fourth Payment Date”) and we shall also issue shares ofCommon Stock with a value of $22,500,000 on each of these dates, calculated pursuant to the terms of the Purchase Agreement(together the “Additional Stock Consideration”). The Company may choose, in its sole discretion, to pay any portion of the AdditionalStock Consideration in cash. Also on November 17, 2025, we entered into that certain Registration Rights Agreement, by and amongthe Company, the selling stockholders and the Shareholders’ Agent, pursuant to which the Shares are being registered for resale. The selling stockholders may sell some, all, or none of the Shares offered by this prospectus supplement and theaccompanying prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market, or trading facility onwhich shares of our Common Stock are traded or in private transactions. These sales may be at fixed prices, at prevailing market pricesat the time of sale, at varying prices determined at the time of sale, or at negotiated prices. See the section titled “Plan of Distribution”and “Use of Proceeds” for additional information. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “ONDS.” On January 7, 2026, the closing pricefor our Common Stock, as reported on the Nasdaq Capital Market, was $12.18 per share. Our principal executive office is located at222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401. Investing in our Common Stock involves significant risks. Please carefully read the information under the headings“Risk Factors” beginning on page S-4 of this prospectus supplement and the information included and incorporated byreference into this prospectus supplement and the accompanying prospectus before investing in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement and theaccompanying prospectus. Any representation to the contrary is a criminal offense. Prospectus supplement dated January 8, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-6DESCR