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 under the Securities Act of 1933, as amended (the “Securities Act”),
in accordance with Regulation S thereunder, for sales to non-U.S. investors outside of the United States.

Item 8.01. Other Events

On May 28, 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 2,714,285 shares (the “Shares”)
of the Company’s common stock, par value $0.0001 per share. As previously disclosed on May 21, 2026, such stockholders acquired
the Shares in connection with the Company’s acquisition of Omnisys Ltd., a company organized under the laws of the State of Israel.
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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