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Ondas Inc. 美股招股说明书(2026年3月16日版)

2026-03-16美股招股说明书H***
Ondas Inc. 美股招股说明书(2026年3月16日版)

Filed Pursuant to Rule 424(b)(7)Registration No. 333-290121 PROSPECTUS SUPPLEMENT(to Prospectus dated September 9, 2025) Ondas Inc. 3,334,753 Shares of Common Stock Offered by the Selling Stockholders We are registering the offer and sale or other disposition from time to time of 3,334,753 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 Agreement 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 the 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 prices Our Common Stock is listed on the Nasdaq Capital Market under the symbol “ONDS.” On March 13, 2026, the closing pricefor our Common Stock, as reported on the Nasdaq Capital Market, was $10.16 per share. 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 by 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 the Prospectus supplement dated March 16, 2026. This prospectus supplement and accompanying prospectus do not constitute an offer to sell, or a solicitation of anoffer to purchase, the securities offered hereby in any jurisdiction to or from any person whom or from whom it is unlawful to ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3ASR (FileNo. 333-290121) that we filed on September 9, 2025 with the Securities and Exchange Commission, or the SEC, using a “shelf”registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also supplements and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, whichprovides more general information, some of which may not apply to this offering. If the information contained in this prospectussupplement differs or varies from the information contained in the accompanying prospectus, you should rely on the information set We note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in somecases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, We and the selling stockholders have not authorized anyone to provide you with information or to make any representationother than the information and representations contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus and the documents incorporated by reference herein and therein, along with the information contained in The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date ofthis prospectus supplement or the date of the accompanying prospectus, as applicable, and the information in the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the date of thoserespective documents, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or of any saleof our Common Stock. Our business, financial condition, results of operations and prospects may have changed since those dates. It is This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offerto buy any Common Stock other than the Common Stock described herein or an offer to sell or the solicitation of an offer to buy such Unless otherwise indicated, any reference to “Ondas,” the “Company,” or “we,” “us,” or “our” refers to Ondas Inc. and itsconsolidated subsidiaries. PROSPECTUS SUPPLEMENT SUMMARY This summary highlights selected information that is presented in