Ondas Holdings Inc美股招股说明书(2026-01-09版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities and it is not soliciting an offer to buythese securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JANUARY 9, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated September 9, 2025) Shares of Common StockPre-Funded Warrants to Purchase up toShares of Common StockCommon Warrants to Purchase up toShares of Common Stock We are offeringshares of our common stock, par value $0.0001 per share (“Common Stock”), together with warrants topurchase up to an aggregate ofshares of our Common Stock (the “Common Warrants”). The combined offering price for eachshare of Common Stock and accompanying Common Warrant to purchase two (2) shares of Common Stock is $. The shares ofour Common Stock and the accompanying Common Warrant will be immediately separable and severally transferrable upon issuance.Each Common Warrant will have an exercise price per share of Common Stock equal to $, will be immediately exercisable fromthe date of issuance, and will expire on the seventh anniversary of the issuance date. We are also offering pre-funded warrants to purchaseshares of our Common Stock (the “Pre-Funded Warrants”), togetherwith Common Warrants to purchase up to an aggregate ofshares of our Common Stock. The combined offering price for eachPre-Funded Warrant and accompanying Common Warrant to purchase two (2) shares of Common Stock is $(with all but anominal exercise price of $0.0001 per share prepaid as of the issuance date). The Pre-Funded Warrants and the accompanyingCommon Warrant will be immediately separable and severally transferrable upon issuance. Each Pre-Funded Warrant will beexercisable immediately upon issuance, and will expire on the seventh anniversary of the issuance date. This prospectus supplement also relates to the offering of the shares of our Common Stock issuable upon the exercise of theCommon Warrants and Pre-Funded Warrants. Our Common Stock is listed on The NASDAQ Capital Market under the symbol “ONDS”. On January 8, 2026, the lastreported sale price of our Common Stock on The NASDAQ Capital Market was $14.01 per share. There is no established publictrading market for the Common Warrants or Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to listthe Common Warrants or Pre-Funded Warrants on The NASDAQ Capital Market or any other national securities exchange ornationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants and Pre-FundedWarrants will be limited. See “Risk Factors - Risks Related to this Offering and Our Common Stock and Common Warrants - There isno public market for the warrants being offered in this offering.” Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesreferenced under the heading “Risk Factors” beginning on page S-5 of this prospectus supplement and in the other documentsthat are incorporated by reference in this prospectus supplement and the accompanying prospectus. PerShare ofCommonStock andAccompanyingCommonWarrantsPerPre-FundedWarrantandAccompanyingCommonWarrantsTotalOffering price$$(1)$Placement Agent’s Fees(2)$$$Total(3)$$$ 1)Each Pre-Funded Warrant and accompanying Common Warrant is being sold together at a combined offering price of $(withall but a nominal exercise price of $0.0001 per share prepaid as of the issuance date). 2)Includes commissions of four percent (4.0%). 3)The potential additional gross proceeds to us from the exercise of the Pre-Funded Warrants and Common Warrants, if fullyexercised on a cash basis, will be approximately $. Neither the Securities and Exchange Commission, any state securities commission, nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus aretruthful and complete. Any representation to the contrary is a criminal offense. Delivery of the shares of Common Stock, Pre-Funded Warrants, and their accompanying Common Warrants at the closing ofthe offering is expected to be made on or about January, 2026. Lead Placement AgentOppenheimer & Co. Co-Placement AgentsStifelNeedham & Company Lake Street Northland Capital Markets Ladenburg ThalmannH.C. Wainwright & Co.Maxim Group LLC The date of this prospectus supplement is January, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-7CAPITALIZATIONS-8DILUTIONS-9DESCRIPTION OF SECURITIES WE ARE OFFERINGS-10PLAN OF DISTRIBUTIONS-13MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR HOLDERS OF COMMON STOCK ORWARRANTSS-16LEGAL MA