ONDS Ondas Holdings Inc. - 8-K

Item 3.02 Unregistered
Sales of Equity Securities.

The disclosure included
in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the Shares (as defined below) in
Item 8.01 below are exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation
D thereunder.

Item 8.01. Other Events

On May 22, 2026, Ondas
Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission a prospectus supplement to its effective registration
statement on Form S-3ASR (File No. 333-290121) covering the resale from time to time by certain stockholders of 2,738,224 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share. As previously disclosed on April 24, 2026, such stockholders acquired
the Shares in connection with the Company’s acquisition of Mistral, Inc., a Delaware corporation. A copy of the legal opinion of
Snell & Wilmer L.L.P., the Company’s Nevada counsel, relating to the legality of the Shares is attached as Exhibit 5.1 hereto.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits

Exhibit

No.

Description

5.1

Opinion of Snell & Wilmer L.L.P. (Nevada Counsel)

23.1

Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1).

104

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