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 June 3, 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 2,112,674 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

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1