Ondas Inc美股招股说明书(2026-04-02版)

Ondas Inc. 4,400,561 Shares of Common Stock Offered by the Selling Stockholders We are registering the offer and sale or other disposition from time to time of 4,400,561 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 in this prospectus supplement. We relied upon the exemption from registration provided by Regulation D of the SecuritiesAct of 1933, 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. 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 April 1, 2026, the closing price forour Common Stock, as reported on the Nasdaq Capital Market, was $8.81 per share. Our principal executive office is located at 222Lakeview 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 April 2, 2026. TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-6DESCRIPTION OF TRANSACTIONS-6SELLING STOCKHOLDERSS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-10INFORMATION INCORPORATED BY REFERENCES-11 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 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 tomake such offer or solicitation of an offer in such jurisdiction. 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 setforth in this prospectus supplement. However, if any statement in this prospectus supplement or the accompanying prospectus isinconsistent with a statement in another document having a later date—for example,