Ondas INC. S-8 Filing

Ticker: ONDS · Form: S-8 · Filed: Apr 1, 2026 · CIK: 0001646188

Sentiment: neutral

Filing Stats: 3,907 words · 16 min read · ~13 pages · Grade level 14.3 · Accepted 2026-04-01 08:30:46

Filing Documents

Incorporation of Documents by Reference

Item 3. Incorporation of Documents by Reference. The following documents filed with the SEC by us pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K: Our Annual Report on Form 10–K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026; The Current Reports on Form 8–K filed with the SEC on January 2, 2026 , January 2, 2026 , January 5, 2026 , January 5, 2026 , January 8, 2026 , January 12, 2026 , January 12, 2026 , January 16, 2026 (as to Items 5.02 and 5.03), January 20, 2026 , January 22, 2026 , January 23, 2026 , January 27, 2026 , January 30, 2026 (as to Item 5.02), February 2, 2026 , February 12, 2026 , February 13, 2026 , March 2, 2026 , March 5, 2026 , March 9, 2026 (as to Items 1.01, 3.02 and 8.01), March 11, 2026 , March 16, 2026 , March 16, 2026 , March 17, 2026 , March 18, 2026 , March 18, 2026 , March 20, 2026 , March 23, 2026 (as to Items 1.01, 3.02 and 8.01) and March 26, 2026 ; and The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A , filed with the SEC on December 3, 2020, as updated by the description of capital stock contained in Exhibit 4.6 to the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026. In addition, all documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registrat

Description of Securities

Item 4. Description of Securities. Not applicable.

Interests of Named Experts and Counsel

Item 5. Interests of Named Experts and Counsel. Not applicable. II-1

Indemnification of Directors and Officers

Item 6. Indemnification of Directors and Officers. The NRS provide that: a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he or she is not liable for a breach of any fiduciary duty pursuant to NRS 78.138, he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she is not liable for a breach of any fiduciary duty pursuant to NRS 78.138, he or she acted in good faith and

Exemption From Registration Claimed

Item 7. Exemption From Registration Claimed. Not applicable.

Exhibits

Item 8. Exhibits. Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of the Registrant, dated September 28, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 4, 2018). 3.2 Amended and Restated Bylaws of the Registrant, dated January 16, 2026 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 16, 2026). 3.3 Certificate of Designation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020). 3.4 Certificate of Change (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2020). 3.5 Certificate of Amendment, filed on October 31, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 31, 2023). 3.6 Certificate of Amendment, filed on May 12, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 12, 2025). 3.7 Certificate of Amendment, filed on November 20, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 20, 2025). 3.8 Certificate of Amendment, filed on January 16, 2026 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 16, 2026). 4.1 Form of Inducement Award Grant Restricted Stock Unit Agreement.* 4.2 Form of Inducement Award Grant Option Agreement.* 5.1 Opinion of Snell & Wilmer L.L.P. (Nevada counsel).* 23.1 Consent of Snell & Wilmer L.L.P. (Nevada counsel) (included with Exhibit 5.1).* 23.2 Consent of Rosenberg Rich Baker Berman, P.A.* 23.3 Consent of Brightman Almagor Zohar & Co.* 24.1 Power of Attorney (included with signature page on this Form S-8)* 107 Filing Fee Table.* * Filed

Undertakings

Item 9. Undertakings. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; ii. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; iii. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however , that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on this 1 st day of April, 2026. ONDAS INC. By: /s/ Eric A. Brock Eric A. Brock Chief Executive Officer Principal Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric A. Brock and Neil J. Laird, and each of them, his or her true and lawful attorneys-in-fact and agents, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Eric A. Brock Chairman, Chief Executive Officer, and President April 1, 2026 Eric A. Brock (Principal Executive Officer) /s/ Neil J. Laird Chief Financial Officer and Treasurer April 1, 2026 Neil J. Laird (Principal Financial Officer and Principal Accounting Officer) /s/ Richard M. Cohen Director A

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