ONDS / Ondas Holdings Inc. - Документы SEC, Годовой отчет, Доверенное заявление

ONDAS HOLDINGS INC. COMMON STOCK WARRANT

Exhibit 4.2 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE

As filed with the Securities and Exchange Commission on September 5, 2025

As filed with the Securities and Exchange Commission on September 5, 2025 Registration No.

CALCULATION OF FILING FEE TABLES Ondas Holdings Inc. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Ondas Holdings Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 31, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276853 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated February 15, 2024) ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants This prospectus supplement supplements the prospectus dated February 15, 2024, relating to the offer and resale by the selling stockholders identified in this prospectus supplement of up to an aggr

Ondas Holdings Launches Ondas Capital Expected to Deploy $150 Million to Accelerate Global Defense and Security Technologies Investment Program to Rapidly Scale Mature and Combat Proven Unmanned Systems and AI Solutions James Acuna Will Lead the Onda

Exhibit 99.1 Ondas Holdings Launches Ondas Capital Expected to Deploy $150 Million to Accelerate Global Defense and Security Technologies Investment Program to Rapidly Scale Mature and Combat Proven Unmanned Systems and AI Solutions James Acuna Will Lead the Ondas Capital Investment Program Intends to Establish a New European Headquarters to support Ondas’ International Operations Launch Event Pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 27, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 27, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Ondas Holdings Appoints Mark Green as Head of Global Corporate Development and M&A Seasoned Investment Banking Leader to Drive Strategic Growth and M&A Execution Global Experience and Deep Network to Support Ondas’ Defense and Security Mission

Exhibit 99.1 Ondas Holdings Appoints Mark Green as Head of Global Corporate Development and M&A Seasoned Investment Banking Leader to Drive Strategic Growth and M&A Execution Global Experience and Deep Network to Support Ondas’ Defense and Security Mission BOSTON, MA / August 27, 2025 / Ondas Holdings Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous drone and privat

SIDE LETTER AGREEMENT

Exhibit 2.2 SIDE LETTER AGREEMENT This side letter (“Side Letter”) is entered into as of August 20, 2025, by and among Ondas Holdings Inc., Smart Precision Optics S.P.O LTD., and Shamir Investment Entrepreneurship ACS LTD. (collectively, the “Parties”), and is intended to supplement and amend certain terms of that certain Share Purchase Agreement dated August 14, 2025, by and between the parties (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 20, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 20, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Ondas Holdings Enters Definitive Agreement to Acquire Majority Stake in S.P.O. Smart Precision Optics LTD., to Expand Core Capabilities in Advanced Electro-Optics Will bring unique capability to support the critical optical performance required in mi

Exhibit 99.1 Ondas Holdings Enters Definitive Agreement to Acquire Majority Stake in S.P.O. Smart Precision Optics LTD., to Expand Core Capabilities in Advanced Electro-Optics Will bring unique capability to support the critical optical performance required in missile defense and counter-drone systems worldwide Acquisition is in line with Ondas strategic growth program to scale global operating pl

SHARE PURCHASE AGREEMENT by and among Ondas Holdings Inc., a Nevada corporation, Smart Precision Optics S.P.O Ltd., a company organized under the laws of the State of Israel Shamir Investment Entrepreneurship Acs Ltd., an agricultural cooperative soc

Exhibit 2.1 Execution Version SHARE PURCHASE AGREEMENT by and among Ondas Holdings Inc., a Nevada corporation, and Smart Precision Optics S.P.O Ltd., a company organized under the laws of the State of Israel and Shamir Investment Entrepreneurship Acs Ltd., an agricultural cooperative society organized under the laws of the State of Israel Dated as of August 14 2025 SHARE PURCHASE AGREEMENT This Sh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Safe Pro Signs MOUs with Drone Industry Leaders Ondas Holdings and Unusual Machines to Collaborate on AI-Powered Computer Vision Technologies

Exhibit 99.1 Safe Pro Signs MOUs with Drone Industry Leaders Ondas Holdings and Unusual Machines to Collaborate on AI-Powered Computer Vision Technologies Agreements Follow Strategic Investment into Safe Pro Group to Accelerate Adoption of Drone-Based AI Technology by the U.S. Defense and into Global Commercial Markets AVENTURA, Fla.-(BUSINESS WIRE)-Safe Pro Group Inc. (Nasdaq: SPAI) (“Safe Pro” o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 18, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 18, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

James Acuna Joins Ondas Autonomous Systems Advisory Board, Brings Deep Intelligence and Unmanned Systems Expertise Former senior CIA officer with 30 years of international security and technology leadership including two decades of field operations a

Exhibit 99.1 James Acuna Joins Ondas Autonomous Systems Advisory Board, Brings Deep Intelligence and Unmanned Systems Expertise Former senior CIA officer with 30 years of international security and technology leadership including two decades of field operations across Eurasia Ondas and Acuna to introduce our framework for investments in unmanned and autonomous technologies at DSEI 2025 BOSTON, MA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 22, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

SHARE PURCHASE AGREEMENT by and among Ondas Holdings Inc., a Nevada corporation, Apeiro Motion Ltd., a company organized under the laws of the State of Israel, the Company Shareholders Mr. Rotem Lesher, the Shareholders’ Agent Dated as of August 18,

Exhibit 2.1 Execution Copy SHARE PURCHASE AGREEMENT by and among Ondas Holdings Inc., a Nevada corporation, Apeiro Motion Ltd., a company organized under the laws of the State of Israel, the Company Shareholders and Mr. Rotem Lesher, the Shareholders’ Agent Dated as of August 18, 2025 Share Purchase Agreement This Share Purchase Agreement (the “Agreement”) is made and entered into as of August 18,

Safe Pro Group Announces $8.0 Million Private Placement Including Strategic Investment from Drone Industry Leaders Ondas Holdings and Unusual Machines to Accelerate Artificial Intelligence Growth

Exhibit 99.1 Safe Pro Group Announces $8.0 Million Private Placement Including Strategic Investment from Drone Industry Leaders Ondas Holdings and Unusual Machines to Accelerate Artificial Intelligence Growth Investment Broadens Opportunities in FY26 $30 Billion U.S. Defense Drone and AI Markets AVENTURA, Fla., Aug. 20, 2025 (GLOBE NEWSWIRE) — via IBN — Safe Pro Group Inc. (Nasdaq: SPAI) (“Safe Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 20, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 20, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Ondas Enters into Definitive Agreement to Strengthens Multi-Domain Autonomy Leadership with Strategic Acquisition of Robotics Innovator Apeiro Motion Apeiro will expand Ondas’ capabilities into ground robotics and add fiber optic components for radio

Exhibit 99.1 Ondas Enters into Definitive Agreement to Strengthens Multi-Domain Autonomy Leadership with Strategic Acquisition of Robotics Innovator Apeiro Motion Apeiro will expand Ondas’ capabilities into ground robotics and add fiber optic components for radio-independent UAV and UGV communications Through mature platforms, strategic customer relationships, and an expected $12 million in 2025 r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 18, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 18, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276853 PROSPECTUS SUPPLEMENT NO. 3 (To Prospectus dated February 15, 2024) ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants This prospectus supplement supplements the prospectus dated February 15, 2024, relating to the offer and resale by the selling stockholders identified in this prospectus supplement of up to an aggr

Ondas Appoints Dr. Irit Idan to Advisory Board of Ondas Autonomous Systems Former Rafael Advanced Systems Executive and SoftBank Vision Fund Advisor Brings Deep Expertise in AI, Robotics, Autonomous Systems, and Defense Innovation Dr. Idan’s appointm

Exhibit 99.1 Ondas Appoints Dr. Irit Idan to Advisory Board of Ondas Autonomous Systems Former Rafael Advanced Systems Executive and SoftBank Vision Fund Advisor Brings Deep Expertise in AI, Robotics, Autonomous Systems, and Defense Innovation Dr. Idan’s appointment supports OAS’ broader growth plan and long-term strategy to enhance its product roadmap, strengthen customer relationships, and accel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 15, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Ondas Holdings Inc. Announces Closing of $173 Million Public Offering Including Full Exercise of Overallotment Option

Exhibit 99.1 Ondas Holdings Inc. Announces Closing of $173 Million Public Offering Including Full Exercise of Overallotment Option BOSTON, MA – August 15, 2025 – Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business u

46,160,000 Shares ONDAS HOLDINGS INC. Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 46,160,000 Shares ONDAS HOLDINGS INC. Common Stock UNDERWRITING AGREEMENT August 13, 2025 Oppenheimer & Co. Inc., as Representative of the several Underwriters named in Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ondas Holdings Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contai

Ondas Holdings Inc. Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Ondas Holdings Inc. Announces Proposed Public Offering of Common Stock BOSTON, MA – August 12, 2025 – Ondas Holdings Inc. (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, today announced that it intends to offer

Ondas Holdings Inc. Prices Upsized $150 Million Public Offering of Common Stock

Exhibit 99.2 Ondas Holdings Inc. Prices Upsized $150 Million Public Offering of Common Stock BOSTON, MA – August 13, 2025 – Ondas Holdings Inc. (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, announced today that it has pric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

46,160,000 shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-286642 PROSPECTUS SUPPLEMENT (To Prospectus dated April 25, 2025) 46,160,000 shares of Common Stock We are offering 46,160,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share of Common Stock is $3.25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Amened and Restated Director Compensation Policy.

Exhibit 10.4 Ondas Holdings Inc. Amended and Restated Non-Employee Director Compensation Policy I. Overview The Board of Directors (the “Board”) of Ondas Holdings Inc. (“Ondas” or the “Company”) has approved the following Amended and Restated Non-Employee Director Compensation Policy, effective August 11, 2025 (the “Policy”), to provide an inducement to attract and retain the services of qualified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Letter Agreement, dated July 3, 2025, by and among Ondas Holdings Inc. and the signatories thereto.

Exhibit 10.3 *** CERTAIN INFORMATION IS OMITTED FROM THE FILED EXHIBIT*** July 3, 2025 Re: Letter Agreement (“Letter Agreement”) Dear Noteholder: July 2024 Convertible Notes On July 8, 2024, Charles & Potomac Capital, LLC (“C&P”) purchased a convertible note (the “July 8 Note”) of Ondas Networks Inc., a Texas corporation (the “Company”), for the aggregate principal amount of $700,000. On July 23,

SUBJECT TO COMPLETION, DATED AUGUST 12, 2025

Filed pursuant to Rule 424(b)(5) Registration No. 333-286642 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETI

Nasdaq: ONDS 1 Secofid Qu6rter 2025 E6rfiifigs Rele6se Copyright 2025. All rights reserved. NASDAQ: ONDS | August 12, 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities

Exhibit 99.2 Nasdaq: ONDS 1 Secofid Qu6rter 2025 E6rfiifigs Rele6se Copyright 2025. All rights reserved. NASDAQ: ONDS | August 12, 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticip

Ondas Holdings Reports Second Quarter 2025 Financial Results—Remains on Track for Record Year Driven by Execution at OAS, Global Demand for Autonomous Drone Systems Record Quarterly Revenue of $6.3 Million in Q2; a 6-fold Increase YoY and 50% Growth

Exhibit 99.1 Ondas Holdings Reports Second Quarter 2025 Financial Results—Remains on Track for Record Year Driven by Execution at OAS, Global Demand for Autonomous Drone Systems Record Quarterly Revenue of $6.3 Million in Q2; a 6-fold Increase YoY and 50% Growth QoQ Ended Second Quarter with $68.6 Million of Cash to Support Growth Plan $22.0 million backlog at end of Q2 2025 Expected New Orders Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS HOLD

Nasdaq: ONDS 1 Autonomous Drones, Data and AI NASDAQ: ONDS | August 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates,

Exhibit 99.1 Nasdaq: ONDS 1 Autonomous Drones, Data and AI NASDAQ: ONDS | August 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . The Company cautions readers that forward - looking

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

Ondas Holdings Makes Strategic Investment in Rift Dynamics—Advances Presence in Europe and Gains Exclusive Distribution of Low-Cost Attritable Drone Systems for U.S. Defense Market Norway-based Rift Dynamics has developed an NDAA-compliant, scalable

Exhibit 99.1 Ondas Holdings Makes Strategic Investment in Rift Dynamics—Advances Presence in Europe and Gains Exclusive Distribution of Low-Cost Attritable Drone Systems for U.S. Defense Market Norway-based Rift Dynamics has developed an NDAA-compliant, scalable supply chain capable of global production of over 20,000 systems per month The Wåsp, a low-cost loitering strike platform for perimeter a

Ondas Holdings Appoints Brigadier General (Res.) Yaniv Rotem to Ondas Autonomous Systems’ Advisory Board

Exhibit 99.1 Ondas Holdings Appoints Brigadier General (Res.) Yaniv Rotem to Ondas Autonomous Systems’ Advisory Board Newly Formed Advisory Board to Support OAS’s Global Expansion and Leadership in Autonomous Drone and AI-Powered Intelligence, Surveillance, and Reconnaissance (“ISR”) Platforms Mr. Rotem is Former Head of Military R&D at Israel’s Ministry of Defense to Guide Strategic Technology De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Ondas Holdings Retires All Outstanding Convertible Notes, Fortifies Strong Balance Sheet and Liquidity Position

Exhibit 99.1 Ondas Holdings Retires All Outstanding Convertible Notes, Fortifies Strong Balance Sheet and Liquidity Position BOSTON, MA / July 21, 2025 / Ondas Holdings Inc. (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and autonomous drone and data solutions through its Ondas Networks and Ondas Autonomous Systems business units, today announ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

OAS INVESTOR DAY 2 0 2 5 July 9, 2025 Forward - Looking Statements This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 , which statements may be identified by

Exhibit 99.1 OAS INVESTOR DAY 2 0 2 5 July 9, 2025 Forward - Looking Statements This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 , which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of simi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 9, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Ondas Holdings to Host Virtual Investor Day Today, July 9, 2025, at 1:00 PM EDT Focused on Ondas Autonomous Systems and Reports Preliminary Q2 2025 Financial Results

Exhibit 99.1 Ondas Holdings to Host Virtual Investor Day Today, July 9, 2025, at 1:00 PM EDT Focused on Ondas Autonomous Systems and Reports Preliminary Q2 2025 Financial Results BOSTON, MA / July 9, 2025 / Ondas Holdings Inc. (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions, will host a virtual

Letter to Ondas Holdings Inc. (NASDAQ: ONDS) Shareholders July 2025

Exhibit 99.1 Letter to Ondas Holdings Inc. (NASDAQ: ONDS) Shareholders July 2025 Dear Shareholders, The global defense and security sector is undergoing a generational transformation. This shift is defined by the convergence of Physical AI, autonomous systems, advanced sensors, and networked software, creating what some refer to as a modern C5ISR ecosystem. At Ondas, we believe we’ve positioned ou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 8, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 7, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Ondas Holdings Enters Strategic Partnership with KLEAR to Expand Access to Non-Dilutive Working Capital Across the Emerging Defense Technology Ecosystem Preferred Partnership to Strengthen Financial Sustainability for Growth Companies Across Ondas’ P

Exhibit 99.1 Ondas Holdings Enters Strategic Partnership with KLEAR to Expand Access to Non-Dilutive Working Capital Across the Emerging Defense Technology Ecosystem Preferred Partnership to Strengthen Financial Sustainability for Growth Companies Across Ondas’ Platform Boston, MA / July 7, 2025 / Ondas Holdings Inc. (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of private industri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 3, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 3, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 25, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 25, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Ondas’ American Robotics Partners with Detroit Manufacturing Systems to Scale U.S. Drone Manufacturing to Meet Increasing Demand Manufacturing in Michigan Accelerates Ondas’ Delivery Timelines for Major Programs, Secures Domestic Supply Chains Resili

Exhibit 99.2 Ondas’ American Robotics Partners with Detroit Manufacturing Systems to Scale U.S. Drone Manufacturing to Meet Increasing Demand Manufacturing in Michigan Accelerates Ondas’ Delivery Timelines for Major Programs, Secures Domestic Supply Chains Resilience, Opens Doors to Growing Opportunities in U.S. Defense and Security Markets with NDAA-Compliant, Made-In-America Drones, and Strength

Employment Agreement, dated June 23, 2025, between Ondas Holdings Inc. and Neil Laird.

Exhibit 10.1 Ondas Holdings Inc. June 23, 2025 Neil Laird [ ] [ ] Re: Employment Dear Mr. Laird: This agreement (the “Agreement”), on behalf of Ondas Holdings Inc., a Nevada corporation (the “Company”), to the undersigned individual (the “Executive”) shall be effective on June 22, 2025 (the “Effective Date”) and continue until terminated under Section 5 or 7, pursuant to the terms set forth below:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 25, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 25, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Expanding U.S. Market Opportunities Strategic Highlights Made in America: All manufacturing and assembly to take place through DMSs’ advanced manufacturing operations, Kinetyc, in Wixom, Michigan, leveraging high quality American production. NDAA - C

Exhibit 99.1 Expanding U.S. Market Opportunities Strategic Highlights Made in America: All manufacturing and assembly to take place through DMSs’ advanced manufacturing operations, Kinetyc, in Wixom, Michigan, leveraging high quality American production. NDAA - Compliant Supply Chain: Fully aligned with U.S. national security and procurement requirements for defense and government agencies. DMS Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 24, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 24, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

STRATEGIC PARTNERSHIP Accelerating U.S. Defense & Homeland Security Adoption of Autonomous Drone Technologies Partnership Overview Ondas Holdings Inc., through its subsidiary American Robotics, and Mistral Inc., a Maryland-based government contractor

Exhibit 99.1 STRATEGIC PARTNERSHIP Accelerating U.S. Defense & Homeland Security Adoption of Autonomous Drone Technologies Partnership Overview Ondas Holdings Inc., through its subsidiary American Robotics, and Mistral Inc., a Maryland-based government contractor and business development firm, have formed a strategic partnership to accelerate the deployment of Ondas’ autonomous drone platforms—Iro

Ondas and Mistral Sign Strategic Partnership to Accelerate U.S. Defense and Homeland Security Sales for Autonomous Drone Platforms Partnership Leverages Mistral’s Robust Government Network to Accelerate Deployment of Ondas’ AI-Powered Drone Platforms

Exhibit 99.2 Ondas and Mistral Sign Strategic Partnership to Accelerate U.S. Defense and Homeland Security Sales for Autonomous Drone Platforms Partnership Leverages Mistral’s Robust Government Network to Accelerate Deployment of Ondas’ AI-Powered Drone Platforms Across Defense and Homeland Security Markets Iron Drone Raider and Optimus Systems Deliver Mission-Ready Capabilities for Counter-UAS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Ondas to Host Virtual Investor Day Highlighting Updated Business Strategy and Growth Initiatives for its Ondas Autonomous Systems Business Unit on July 9, 2025

Exhibit 99.1 Ondas to Host Virtual Investor Day Highlighting Updated Business Strategy and Growth Initiatives for its Ondas Autonomous Systems Business Unit on July 9, 2025 BOSTON, MA / June 20, 2025 / Ondas Holdings Inc. (NASDAQ: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions, today announced it will h

Ondas Holdings Inc. Announces Closing of $46 Million Public Offering Including Full Exercise of Overallotment Option

Exhibit 99.3 Ondas Holdings Inc. Announces Closing of $46 Million Public Offering Including Full Exercise of Overallotment Option BOSTON, MA – June 11, 2025 – Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business unit

Ondas Holdings Inc. Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants

Exhibit 99.1 Ondas Holdings Inc. Announces Proposed Public Offering of Common Stock and Pre-Funded Warrants BOSTON, MA – June 9, 2025 – Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, today announced that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 11, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Underwriting Agreement, dated June 9, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto.

Exhibit 1.1 22,400,000 Shares of Common Stock Pre-Funded Warrants to Purchase 9,600,000 Shares of Common Stock ONDAS HOLDINGS INC. UNDERWRITING AGREEMENT June 9, 2025 Oppenheimer & Co. Inc., as Representative of the several Underwriters named in Schedule I hereto c/o Oppenheimer & Co. Inc. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Ondas Holdings Inc., a Nevada corporation (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Pre-Funded Warrant.

Exhibit 4.1 FORM OF PRE-FUNDED WARRANT ONDAS HOLDINGS INC. Pre-Funded Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: June [ ], 2025 (“Issuance Date”) Ondas Holdings Inc., a company organized under the laws of State of Nevada (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby

Ondas Holdings Inc. Prices Upsized $40.0 Million Public Offering of Common Stock and Pre-Funded Warrants

Exhibit 99.2 Ondas Holdings Inc. Prices Upsized $40.0 Million Public Offering of Common Stock and Pre-Funded Warrants BOSTON, MA – June 10, 2025 – Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, announced

22,400,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 9,600,000 shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-286642 PROSPECTUS SUPPLEMENT (To Prospectus dated April 25, 2025) 22,400,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 9,600,000 shares of Common Stock We are offering 22,400,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”), pursuant to this prospectus supplement and the accompanying

Ondas Holdings Regains Full Nasdaq Compliance

Exhibit 99.1 Ondas Holdings Regains Full Nasdaq Compliance BOSTON, MA / June 11, 2025 / Ondas Holdings Inc. (Nasdaq:ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions, announced today it has received a notification letter from Nasdaq Stock Market LLC (“Nasdaq”) confirming that it has regained compliance wit

Nasdaq: ONDS 1 Autonomous Drones, Data and AI NASDAQ: ONDS | June 2025 Strictly Confidential 3 Nasdaq: ONDS This presentation may contain "forward - looking statements" which statements may be identified by words such as "expects," "projects," "will,

Exhibit 99.1 Nasdaq: ONDS 1 Autonomous Drones, Data and AI NASDAQ: ONDS | June 2025 Strictly Confidential 3 Nasdaq: ONDS This presentation may contain "forward - looking statements" which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . The Company cautions readers t

Ondas Secures $14.3 Million Order from a Leading Defense Customer for Optimus Drone Systems Order Represents Largest Optimus System Order to Date, Reinforcing Expansion in Global Defense and Security Markets Increases Ondas’ Backlog to $28.7 Million,

Exhibit 99.1 Ondas Secures $14.3 Million Order from a Leading Defense Customer for Optimus Drone Systems Order Represents Largest Optimus System Order to Date, Reinforcing Expansion in Global Defense and Security Markets Increases Ondas’ Backlog to $28.7 Million, Up from $10.0 Million at Start of 2025 BOSTON, MA / June 9, 2025 / Ondas Holdings Inc. (NASDAQ:ONDS) (“Ondas” or the “Company”), a leadi

SUBJECT TO COMPLETION, DATED JUNE 9, 2025

Filed pursuant to Rule 424(b)(5) Registration No. 333-286642 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 9, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 29, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 29, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

As filed with the Securities and Exchange Commission on May 23, 2025

As filed with the Securities and Exchange Commission on May 23, 2025 Registration Statement No.

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ondas Holdings Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Ondas Holdings Reports First Quarter 2025 Financial Results—On Track for Record Year Q1 Revenue of $4.2 Million Driven by OAS Growth and Global Demand for Autonomous Drone Systems Over 500% Year-over-Year Revenue Growth Reflects Execution on Backlog

Exhibit 99.1 Ondas Holdings Reports First Quarter 2025 Financial Results—On Track for Record Year Q1 Revenue of $4.2 Million Driven by OAS Growth and Global Demand for Autonomous Drone Systems Over 500% Year-over-Year Revenue Growth Reflects Execution on Backlog that has Increased to $16.8 M Driven by Strong Order Momentum; Reaffirms Outlook for at least $25 Million in Revenue for 2025 Ended First

First Qu6rter 2025 E6rfiifigs Rele6se Copyright 2025. All rights reserved. NASDAQ: ONDS | May 15, 2025 2 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform

Exhibit 99.2 First Qu6rter 2025 E6rfiifigs Rele6se Copyright 2025. All rights reserved. NASDAQ: ONDS | May 15, 2025 2 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes,"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2025 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan.

Exhibit 10.1 AMENDMENT TO THE ONDAS HOLDINGS INC. 2021 INCENTIVE STOCK PLAN WHEREAS, Ondas Holdings Inc., a Nevada corporation (the “Company”) currently maintains and sponsors the Ondas Holdings Inc. 2021 Incentive Stock Plan (the “Plan”); and WHEREAS, Section 16(l) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time; and WHEREAS, the

Certificate of Amendment, filed on May 12, 2025.

Exhibit 3.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 28, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

One Marina Park Drive, Suite 1410 Boston, MA 02210

One Marina Park Drive, Suite 1410 Boston, MA 02210 April 23, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Patrick Fullem Re: Ondas Holdings Inc. Registration Statement on Form S-3 File No. 333-286642 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations promulgated under the Securitie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

As filed with the Securities Exchange Commission on April 18, 2025

As filed with the Securities Exchange Commission on April 18, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ondas Holdings Inc.

Association of American Railroads Selects dot16 Protocol Pioneered by Ondas Networks for Next-Generation HOT-EOT (“NGHE”) Communications Ondas Networks Has Led the Development of the IEEE 802.16t (“dot16”) Wireless Standard in Close Collaboration wit

Exhibit 99.1 Association of American Railroads Selects dot16 Protocol Pioneered by Ondas Networks for Next-Generation HOT-EOT (“NGHE”) Communications Ondas Networks Has Led the Development of the IEEE 802.16t (“dot16”) Wireless Standard in Close Collaboration with Industry Ondas Networks Estimates 70,000 Systems Will Need to be Upgraded in the North American Rail Infrastructure The IEEE 802.16t DD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 14, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS HOLDINGS INC. (Exac

Insider Trading Policy*

Exhibit 19.1 ONDAS HOLDINGS INC. INSIDER TRADING POLICY (as amended on May 9, 2022 and updated on December 26, 2024) Ondas Holdings Inc. (the “Company”) has adopted the following policy regarding trading by Company personnel in the Company’s securities (the “Insider Trading Policy,” or this “Policy”). This Policy applies to all Company personnel, including directors, officers, employees and consul

Ondas Holdings Reports Fourth Quarter and Full Year 2024 Financial Results: Anticipates Record Revenue in 2025 Ondas Autonomous Systems (OAS) Business Unit 2025 Revenue Outlook Raised to at least $20 Million Driven by $10 Million Backlog and Expected

Exhibit 99.1 Ondas Holdings Reports Fourth Quarter and Full Year 2024 Financial Results: Anticipates Record Revenue in 2025 Ondas Autonomous Systems (OAS) Business Unit 2025 Revenue Outlook Raised to at least $20 Million Driven by $10 Million Backlog and Expected Order Growth from Current and New Military Customers $25 Million in 2025 Total Revenue Expected for Ondas Holdings Partnership with Pala

Fourth Qu6rter & Full Ye6r 2024 E6rfiifigs Rele6se Copyright 2025. All rights reserved. NASDAQ: ONDS | March 12, 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litig

Exhibit 99.2 Fourth Qu6rter & Full Ye6r 2024 E6rfiifigs Rele6se Copyright 2025. All rights reserved. NASDAQ: ONDS | March 12, 2025 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 12, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 12, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

Subsidiaries of the Registrant*.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT As of March 10, 2025 Ondas Networks Inc.

Ondas and Palantir Partner to Enhance Operational Capabilities and Drive Global Adoption of Autonomous Systems Ondas Autonomous Systems will utilize Palantir’s Foundry platform to enable its scalable operating platform to support global adoption of i

Exhibit 99.1 Ondas and Palantir Partner to Enhance Operational Capabilities and Drive Global Adoption of Autonomous Systems Ondas Autonomous Systems will utilize Palantir’s Foundry platform to enable its scalable operating platform to support global adoption of its autonomous drone platforms Foundry’s AI-driven insights will help to optimize supply chain, production workflows, and customer engagem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2025 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Ondas Appoints Oshri Lugasi as a Co-CEO of Ondas Autonomous Systems to Drive Defense Technology Business Expansion Brigadier General (Res.) Oshri Lugasi led the negotiation and execution of over $20 billion worth of defense contract sales at Rafael A

Exhibit 99.1 Ondas Appoints Oshri Lugasi as a Co-CEO of Ondas Autonomous Systems to Drive Defense Technology Business Expansion Brigadier General (Res.) Oshri Lugasi led the negotiation and execution of over $20 billion worth of defense contract sales at Rafael Advanced Defense Systems, Israel’s premier defense contractor As Chief of Engineering with the Israeli Defense Forces (IDF), Mr. Lugasi co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2025 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Letter Agreement, dated February 28, 2025, by and between Ondas Networks Inc. and Charles & Potomac Capital, LLC.

Exhibit 10.1 February 28, 2025 Re: Letter Agreement (“Letter Agreement”) Dear Noteholder: Reference is made to the Secured Note Agreement, dated September 3, 2024 (the “Agreement”), by and between Ondas Networks Inc., a Texas corporation (the “Company”) and Charles & Potomac Capital, LLC (“Lender”), pursuant to which Lender extended a line of credit to the Company in the amount of $1,500,000. Capi

Ondas and Volatus Aerospace Forge Strategic Partnership to Elevate Border Surveillance with Advanced Drone Technologies Strategic partnership’s multi-modal approach significantly enhances homeland security agencies’ ability to detect and mitigate thr

Exhibit 99.1 Ondas and Volatus Aerospace Forge Strategic Partnership to Elevate Border Surveillance with Advanced Drone Technologies Strategic partnership’s multi-modal approach significantly enhances homeland security agencies’ ability to detect and mitigate threats before they escalate, revolutionizing border security with persistent remote aerial operations and emergency response Volatus’ exten

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276853 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated February 15, 2024) ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants This prospectus supplement supplements the prospectus dated February 15, 2024, relating to the offer and resale by the selling stockholders identified in this prospectus supplement of up to an aggr

Markus Nottelmann Appointed Chief Executive Officer at Ondas Networks Nottelmann joins at a pivotal time as Ondas Networks drives adoption of its dot16 wireless connectivity platform Nottelmann will focus on accelerating Ondas Networks’ commercial ac

Exhibit 99.1 Markus Nottelmann Appointed Chief Executive Officer at Ondas Networks Nottelmann joins at a pivotal time as Ondas Networks drives adoption of its dot16 wireless connectivity platform Nottelmann will focus on accelerating Ondas Networks’ commercial activities with railroad customers and partners, as well as strategic financial matters SUNNYVALE, CA / January 23, 2025 / Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 23, 2025 Ondas Holdings In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 23, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 21, 2025 Ondas Holdings In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 21, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Eric Brock Voted Co-Chair of the Commercial Drone Alliance Brock will work closely with the Board and CDA members to help support broader industry collaboration and ecosystem development across the commercial drone industry

Exhibit 99.1 Eric Brock Voted Co-Chair of the Commercial Drone Alliance Brock will work closely with the Board and CDA members to help support broader industry collaboration and ecosystem development across the commercial drone industry BOSTON, MA / January 21, 2025 / Ondas Holdings Inc. (NASDAQ: ONDS), ("Ondas", or the "Company"), a leading provider of private industrial wireless networks and com

Form of Convertible Promissory Note (see Exhibit A to the Securities Purchase Agreement filed to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made as of [ ], 2025, by and among Ondas Networks Inc., a Texas corporation (the “Company”), and the investors listed on Schedule A to this Agreement (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows: 1. Purchase and Sale of Notes. 1.1 Sale and Issuance of Note

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 15, 2025 Ondas Holdings In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 15, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Directorship Agreement, by and between Ondas Holdings Inc. and Ron Stern, dated January 6, 2025.

Exhibit 10.1 January 6, 2025 To: Mr. Ron Stern Re: Directorship Agreement Dear Mr. Stern, Pursuant to our discussions, Ondas Holdings (the “Company”), wishes to formalize your engagement by the Company and the terms thereof in accordance with the provisions of this letter agreement (the “Agreement”). 1. Duties; Insurance and Indemnification. 1.1. Commencing from January 7, 2025 (the “Effective Dat

Ron Stern Appointed to the Board of Directors of Ondas Holdings to Support Expanded Growth Plan Mr. Stern has over 20 years of experience in growth equity and venture capital, with leadership roles at OurCrowd and Shamrock Holdings Mr. Stern has expe

Exhibit 99.1 Ron Stern Appointed to the Board of Directors of Ondas Holdings to Support Expanded Growth Plan Mr. Stern has over 20 years of experience in growth equity and venture capital, with leadership roles at OurCrowd and Shamrock Holdings Mr. Stern has expertise in supporting emerging technology companies including via board service for multiple organizations Mr. Stern was former Board Chair

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 6, 2025 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 6, 2025 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276853 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated February 15, 2024) ONDAS HOLDINGS INC. 10,200,000 Shares of Common Stock underlying Warrants This prospectus supplement supplements the prospectus dated February 15, 2024, relating to the offer and resale by the selling stockholders identified in this prospectus supplement of up to an aggr

ASSIGNMENT FORM

Exhibit 13 ASSIGNMENT FORM FOR VALUE RECEIVED, a Warrant to acquire 1,000,000 shares of Ondas Holdings Inc.

$18,900,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2026

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276852 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 15, 2024) $18,900,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2026 We are offering 3% Series B-2 senior convertible notes due 2026 in the aggregate original principal amount of $18,900,000 (the “Notes”), which Notes are convertible into shares of our common st

Form of 3% Series B-2 Senior Convertible Note (see Exhibit A to the Second Supplemental Indenture filed as Exhibit 4.3 to this Current Report on Form 8-K).

Exhibit 4.3 ONDAS HOLDINGS, INC. TO THIRD SUPPLEMENTAL INDENTURE TO INDENTURE DATED DECEMBER 3, 2024 Dated as of December 31, 2024 WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee 3% Series B-2 Senior Convertible Note Due 2026 ONDAS HOLDINGS, INC. THIRD SUPPLEMENTAL INDENTURE TO INDENTURE DATED DECEMBER 3, 2024 3% SERIES B-2 SENIOR CONVERTIBLE NOTE DUE 2026 THIRD SUPPLEMENTAL INDENTURE, dated as o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Ondas Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Form of Convertible Promissory Note (see Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made as of [ ], 2024, by and among Ondas Autonomous Systems Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule A to this Agreement (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows: 1. Purchase and Sale of Notes. 1.1 Sale and Issua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Ondas Note Holder Purchases $18.9 million More in Convertible Notes as Company Enters 2025 with Significant Momentum Supported by Robust Cash Position Gearing up to meet demand at Ondas Autonomous Systems (OAS) for Optimus and Iron Drone platforms On

Exhibit 99.1 Ondas Note Holder Purchases $18.9 million More in Convertible Notes as Company Enters 2025 with Significant Momentum Supported by Robust Cash Position Gearing up to meet demand at Ondas Autonomous Systems (OAS) for Optimus and Iron Drone platforms Ondas Holdings has raised $30 million in net proceeds from this single investor since December 3rd and achieved the funding targets set at

Ondas Holdings Regains Full Nasdaq Compliance

Exhibit 99.1 Ondas Holdings Regains Full Nasdaq Compliance BOSTON, MA / December 27, 2024 / Ondas Holdings Inc. (Nasdaq:ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions, announced today it has received a notification letter from Nasdaq Stock Market LLC (“Nasdaq”) confirming that it has regained compliance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation (Commission File

$11,500,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2026

424B5 1 ea0224887-424b5ondas.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) Registration No. 333-276852 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 15, 2024) $11,500,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2026 We are offering 3% Series B-2 senior convertible notes due 2026 in the aggregate original principal amount of $11,500,000 (the “Notes”), w

Form of 3% Series B-2 Senior Convertible Note (see Exhibit A to the Second Supplemental Indenture filed as Exhibit 4.3 to this Current Report on Form 8-K).

Exhibit 4.3 ONDAS HOLDINGS, INC. TO SECOND SUPPLEMENTAL INDENTURE TO INDENTURE DATED DECEMBER 3, 2024 Dated as of December 17, 2024 WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee 3% Series B-2 Senior Convertible Note Due 2026 ONDAS HOLDINGS, INC. SECOND SUPPLEMENTAL INDENTURE TO INDENTURE DATED DECEMBER 3, 2024 3% SERIES B-2 SENIOR CONVERTIBLE NOTE DUE 2026 SECOND SUPPLEMENTAL INDENTURE, dated a

Ondas Note Holder Purchases Additional $11.5 million of Convertible Notes: Funds to Drive Accelerated Expansion of Drone Business Including Focus on Defense Markets Investment to support the growth of Ondas Autonomous Systems (OAS) which has experien

Exhibit 99.1 Ondas Note Holder Purchases Additional $11.5 million of Convertible Notes: Funds to Drive Accelerated Expansion of Drone Business Including Focus on Defense Markets Investment to support the growth of Ondas Autonomous Systems (OAS) which has experienced substantial demand including $14.4 million in orders in Q3 2024 This represents the note holder’s fourth investment in Ondas Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 16, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 16, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2024 Ondas Holdings In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

New York, NY

Exhibit 99.1 Joint Press Release Press by Siemens Mobility and Ondas Networks New York, NY November XX, 2024 Siemens Mobility & Ondas Networks to Future-Proof Metra’s Legacy Communications Network ● First 900 MHz wireless network upgrade by a major railroad ● Siemens Mobility and Ondas Networks to support upgrade to a new wireless system ● Next generation IP-based communication system will future-

First Supplemental Indenture, dated December 3, 2024, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB (incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on December 3, 2024).

Exhibit 4.3 ONDAS HOLDINGS, INC. TO FIRST SUPPLEMENTAL INDENTURE TO INDENTURE DATED DECEMBER 3, 2024 Dated as of December 3, 2024 WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee 3% Series B-2 Senior Convertible Note Due 2026 ONDAS HOLDINGS, INC. FIRST SUPPLEMENTAL INDENTURE TO INDENTURE DATED DECEMBER 3, 2024 3% SERIES B-2 SENIOR CONVERTIBLE NOTE DUE 2026 FIRST SUPPLEMENTAL INDENTURE, dated as of

Base Indenture, dated December 3, 2024, between Ondas Holdings Inc. and Wilmington Savings Fund Society, FSB (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on December 3, 2024).

Exhibit 4.2 ONDAS HOLDINGS INC. AND WILMINGTON SAVINGS FUND SOCIETY, FSB Trustee INDENTURE DATED AS OF DECEMBER 3, 2024 SENIOR DEBT SECURITIES ONDAS HOLDINGS INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED, AND INDENTURE, DATED AS OF DECEMBER 3, 2024 TRUST INDENTURE ACT SECTION INDENTURE SECTION Section 310(a)(1) 6.9 (a)(2) 6.9 (a)(3) Not Applicable (a)(4) Not Applicabl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation (Commission File

$4,100,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2026

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276852 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 15, 2024) $4,100,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2026 We are offering 3% Series B-2 senior convertible notes due 2026 in the aggregate original principal amount of $4,100,000 (the “Notes”), which Notes are convertible into shares of our common stoc

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ondas Holdings Inc.

As filed with the Securities and Exchange Commission on December 3, 2024

As filed with the Securities and Exchange Commission on December 3, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 29, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 29, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Ondas Note Holder Purchases $4.1 million of Convertible Notes: Funds Primarily to Support Drone Business Expansion and Build Inventory to Meet Growing Demand Investment to support the growth of the Ondas Autonomous Systems (OAS) business which has ex

Exhibit 99.1 Ondas Note Holder Purchases $4.1 million of Convertible Notes: Funds Primarily to Support Drone Business Expansion and Build Inventory to Meet Growing Demand Investment to support the growth of the Ondas Autonomous Systems (OAS) business which has experienced substantial demand including $14.4 million in orders in Q3 2024 This represents the third investment in Ondas Holdings converti

Ondas Holdings Receives Extension to Regain Compliance with Nasdaq’s Minimum Bid Requirement

Exhibit 99.1 Ondas Holdings Receives Extension to Regain Compliance with Nasdaq’s Minimum Bid Requirement MARLBOROUGH, MA / November 19, 2024 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions, announced today it has received a notification letter from Nasdaq Stock Market LLC (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Amendment to the Ondas Holdings Inc. 2021 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 18, 2024).

Exhibit 10.1 AMENDMENT TO THE ONDAS HOLDINGS INC. 2021 INCENTIVE STOCK PLAN WHEREAS, Ondas Holdings Inc., a Nevada corporation (the “Company”) currently maintains and sponsors the Ondas Holdings Inc. 2021 Incentive Stock Plan (the “Plan”); and WHEREAS, Section 16(l) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time; and WHEREAS, the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 18, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 13, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Form of Convertible Promissory Note (see Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made as of November [●], 2024, by and among Ondas Networks Inc., a Texas corporation (the “Company”), and the investors listed on Schedule A to this Agreement (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows: 1. Purchase and Sale of Notes. 1.1 Sale and Issuanc

Form of Warrant of Ondas Networks Inc. (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on November 15, 2024).

Exhibit 4.1 Execution Version THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGI

ONDS / Ondas Holdings Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-onds093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ONDAS HOLDINGS INC. (Name of Issuer) Common Stock par value $0.0001 (Title of Class of Securities) 68236H204 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS

Ondas Holdings Reports Third Quarter 2024 Financial Results: Secures $14.4 Million in Drone Platform Purchase Orders in Q3 Q3 marks the largest bookings in Ondas’ history $14.4 million in purchase orders were from a major military customer for the Ir

Exhibit 99.1 Ondas Holdings Reports Third Quarter 2024 Financial Results: Secures $14.4 Million in Drone Platform Purchase Orders in Q3 Q3 marks the largest bookings in Ondas’ history $14.4 million in purchase orders were from a major military customer for the Iron Drone Raider and Optimus System autonomous drone platforms Iron Drone Raider is emerging as a best-in-class ‘hard kill’ counter drone

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 12, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Third Quarter 202 4 Earfiifigs Release Copyright 2024. All rights reserved. N A S D A Q : O N D S | N o v e m b e r 1 2 , 2 0 2 4 N a s d a q : O N D S This presentation may contain "forward - looking statements" as that term is defined under the Pri

Exhibit 99.2 Third Quarter 202 4 Earfiifigs Release Copyright 2024. All rights reserved. N A S D A Q : O N D S | N o v e m b e r 1 2 , 2 0 2 4 N a s d a q : O N D S This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will,"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 10, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Ondas Secures $3.5 million Investment in Ondas Autonomous Systems in Transaction Led by Ondas Chairman and CEO Eric Brock and Board Member Joe Popolo Direct investment in Ondas Autonomous Systems (OAS) backed by investment companies of Joe Popolo, Bo

Exhibit 99.1 Ondas Secures $3.5 million Investment in Ondas Autonomous Systems in Transaction Led by Ondas Chairman and CEO Eric Brock and Board Member Joe Popolo Direct investment in Ondas Autonomous Systems (OAS) backed by investment companies of Joe Popolo, Board Member of Ondas, and Eric Brock, CEO and Chairman of Ondas and OAS Initial investment to support OAS’ substantial growth opportunity

Form of Convertible Promissory Note (see Exhibit A to the Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made as of [●], 2024, by and among Ondas Autonomous Systems Inc., a Nevada corporation (the “Company”), and the investors listed on Schedule A to this Agreement (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows: 1. Purchase and Sale of Notes. 1.1 Sale and Issua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2024 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 9, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

GenLab Venture Studio and Ondas Autonomous Systems Launch AI & Autonomous Systems Strategic Alliance for Data Center, Semiconductor & AI-Foundry Critical Infrastructure Protection Alliance aims to leverage GenLab’s AI and business development experti

Exhibit 99.1 GenLab Venture Studio and Ondas Autonomous Systems Launch AI & Autonomous Systems Strategic Alliance for Data Center, Semiconductor & AI-Foundry Critical Infrastructure Protection Alliance aims to leverage GenLab’s AI and business development expertise and Ondas Autonomous Systems (OAS) autonomous drone platforms to drive scalable go to market solutions Partners will initially focus o

OAS INVESTOR DAY 2 0 2 4 This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects

Exhibit 99.1 OAS INVESTOR DAY 2 0 2 4 This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning . Ondas Holdings Inc .

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 12, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission Fil

Ondas Receives $8.0 Million Purchase Order for Iron Drone Raider Systems from Major Military Customer for Aerial Protection Against Hostile Drones Marks largest order ever for the Iron Drone Raider systems and a significant milestone in Ondas Autonom

Exhibit 99.1 Ondas Receives $8.0 Million Purchase Order for Iron Drone Raider Systems from Major Military Customer for Aerial Protection Against Hostile Drones Marks largest order ever for the Iron Drone Raider systems and a significant milestone in Ondas Autonomous Systems Inc (OAS) business unit’s expansion Anticipating further growth with military and security customers worldwide, as Iron Drone

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 9, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Security Agreement, dated September 3, 2024, by and among Ondas Networks Inc. and Charles & Potomac Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2024).

Exhibit 10.2 SECURITY AGREEMENT by and among ONDAS NETWORKS INC., a Texas corporation (Borrower and Obligor) and CHARLES & POTOMAC CAPITAL, LLC (Lender and Secured Party) Dated as of September 3, 2024 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 3, 2024 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into b

Secured Note Agreement, dated September 3, 2024, by and between Ondas Networks Inc. and Charles & Potomac Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2024).

Exhibit 10.1 SECURED NOTE AGREEMENT This Secured Note Agreement (this “Secured Note Agreement” or “Agreement”) dated as of September 3, 2024 is entered into by and between Ondas Networks Inc., a Texas corporation (“Borrower”), and Charles & Potomac Capital, LLC (“Lender”). A. Subject to the terms and conditions of the Loan Documents (as defined below), Lender intends to extend a loan (the “Loan”)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 3, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Patent Security Agreement, dated September 3, 2024, by and between Ondas Networks Inc. and Charles & Potomac Capital, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2024).

Exhibit 10.3 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (as amended, restated, amended and restated, modified, supplemented, extended, joined and/or restated from time to time, this “PSA”) dated as of September 3, 2024, is made by ONDAS NETWORKS INC., a Texas corporation (the “Grantor”), in favor of CHARLES & POTOMAC CAPITAL, LLC, a Texas limited liability company (the “Lender”). WHE

Form of Warrant of Ondas Networks Inc.

Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2024 Ondas Holdings Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 28, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Form of Placement Agency Agreement, dated as of August 28, 2024, by and among Ondas Holdings Inc. and Maxim Group LLC

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT August , 2024 Eric A. Brock Chief Executive Officer Ondas Holdings Inc. 53 Brigham Street, Unit 4 Marlborough, MA 01752 Dear Mr. Brock: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Ondas Holdings Inc., a Nevada corporation (the “Company”), that Maxim shall serve as the exclusive pla

Ondas Holdings Announces Closing of $4.0 Million Registered Direct Offering

Exhibit 99.2 Ondas Holdings Announces Closing of $4.0 Million Registered Direct Offering MARLBOROUGH, MA / ACCESSWIRE / August 30, 2024 / Ondas Holdings Inc. (NASDAQ:ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through our Ondas Networks and Ondas Autonomous Systems (OAS) business units, today announc

Ondas Holdings Announces Pricing of $4.0 Million Registered Direct Offering

Exhibit 99.1 Ondas Holdings Announces Pricing of $4.0 Million Registered Direct Offering MARLBOROUGH, MA / ACCESSWIRE / August 28, 2024 / Ondas Holdings Inc. (NASDAQ:ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks and commercial drone and automated data solutions through our Ondas Networks and Ondas Autonomous Systems (OAS) business units, today announc

Form of Securities Purchase Agreement, dated as of August 28, 2024, by and among Ondas Holdings Inc. and the purchaser party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2024).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Ondas Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

Form of Warrant

Exhibit 4.1 [SERIES A]/[SERIES B] COMMON STOCK PURCHASE WARRANT ONDAS HOLDINGS INC. Warrant Shares: [] Initial Exercise Date: [], 2025 Initial Issuance Date: [], 2024 THIS [SERIES A]/[SERIES B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here

Ondas Holdings Inc. 5,333,334 Shares of Common Stock Series A Warrants to Purchase 5,333,334 shares of Common Stock Series B Warrants to Purchase 5,333,334 shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276852 PROSPECTUS SUPPLEMENT (To Prospectus dated February 15, 2024) $4,000,000.50 Ondas Holdings Inc. 5,333,334 Shares of Common Stock Series A Warrants to Purchase 5,333,334 shares of Common Stock Series B Warrants to Purchase 5,333,334 shares of Common Stock We are offering up to an aggregate of $4,000,000.50 of securities consisting of 5,33

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File N

Ondas Holdings Reports Second Quarter 2024 Financial Results Ondas secures initial purchase orders for Iron Drone Raider from a global defense company and a major military customer Major military customer places additional purchase order to expand th

Exhibit 99.1 Ondas Holdings Reports Second Quarter 2024 Financial Results Ondas secures initial purchase orders for Iron Drone Raider from a global defense company and a major military customer Major military customer places additional purchase order to expand the initial Iron Drone program, as announced earlier today American Robotics secures key contract with United States Coast Guard for mariti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS HOLD

Secofid Qu6rter 202 4 E6rfiifigs Rele6se Copyright 2024. All rights reserved. NASDAQ: ONDS | August 14, 2024 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Ref

Exhibit 99.2 Secofid Qu6rter 202 4 E6rfiifigs Rele6se Copyright 2024. All rights reserved. NASDAQ: ONDS | August 14, 2024 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believ

Services Agreement, dated June 21, 2024, by and between the Company and AM Consulting (including the Statement of Work). (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2024).

Exhibit 10.1 AM Consulting THIS SERVICES AGREEMENT (the “Agreement”) is made effective on June 21, 2024, by and between Letzhangout LLC dba AM Consulting (“AM Consulting”), with its offices at 3141 Stevens Creek Blvd., #41492, San Jose, CA 95117 (the “Company”) and Ondas Holding, Inc. a Nevada corporation (the “Client”). THE PARTIES AGREE AS FOLLOWS: I. Scope of Services 1.1 Company will provide C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2024 Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Assignment, dated May 31, 2024, by the SPV with respect to the Warrant (filed herewith).

Exhibit 11 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) treated as confidential.

Assignment, dated May 31, 2024, by the SPV with respect to the Subsequent Warrant (filed herewith).

Exhibit 12 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) treated as confidential.

Joint Filing Agreement (filed herewith).

EX-99.1 2 ea020734101ex99-1ondas.htm JOINT FILING AGREEMENT Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto); and (ii) that this joint filing agreement may be included as

ONDS / Ondas Holdings Inc. / Charles & Potomac Capital, LLC - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 22, 2024 Ondas Holdings Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 22, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Numb

Presentation, dated May 15, 2024.

Exhibit 99.2

Ondas Holdings Reports First Quarter 2024 Financial Results Ondas Networks entered into $2.8 million agreement with industry partner to provide on-locomotive radio upgrade in the 220 MHz frequency band to support Positive Train Control (PTC) safety a

Exhibit 99.1 Ondas Holdings Reports First Quarter 2024 Financial Results Ondas Networks entered into $2.8 million agreement with industry partner to provide on-locomotive radio upgrade in the 220 MHz frequency band to support Positive Train Control (PTC) safety applications for key Northeast Corridor passenger railroad Ondas Networks achieved successful systems integration milestones in 900 MHz wi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS HOL

Ondas Holdings Reports Fourth Quarter and Full Year 2023 Financial Results Record 2023 revenues of $15.7 million, an increase of 638% over 2022, driven by commercial adoption of the Optimus System and record product revenues at Ondas Networks Q4 2023

Exhibit 99.1 Ondas Holdings Reports Fourth Quarter and Full Year 2023 Financial Results Record 2023 revenues of $15.7 million, an increase of 638% over 2022, driven by commercial adoption of the Optimus System and record product revenues at Ondas Networks Q4 2023 revenues were $5.0 million, a 10-fold increase over 2022, a result of higher product sales and development revenue Continued commercial

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 1, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Num

Ondas Holdings Inc. Clawback Policy*

Exhibit 97.1 ONDAS HOLDINGS INC. CLAWBACK POLICY (Adopted on November 29, 2023) 1. INTRODUCTION Ondas Holdings Inc. (the “Company”) is adopting this Clawback Policy (this “Policy”), effective as of October 2, 2023 (the “Effective date”), to provide for the Company’s criteria and process of recovering certain Incentive-based compensation erroneously awarded to or earned or received by certain offic

Nasdaq : ONDS Fourth Quarter & Full Year 202 ʧ Earnings Release Copyright 2024. All rights reserved. NASDAQ: ONDS | April 1, 2024 2 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Se

Exhibit 99.2 Nasdaq : ONDS Fourth Quarter & Full Year 202 ʧ Earnings Release Copyright 2024. All rights reserved. NASDAQ: ONDS | April 1, 2024 2 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may,"

Ondas Holdings Appoints Joe Popolo to Board of Directors, Expanding Strategic Vision and Strengthening Leadership Popolo is Ondas Holdings’ largest shareholder with approximately 19% beneficial ownership

Exhibit 99.1 Ondas Holdings Appoints Joe Popolo to Board of Directors, Expanding Strategic Vision and Strengthening Leadership Popolo is Ondas Holdings’ largest shareholder with approximately 19% beneficial ownership MARLBOROUGH, MA / ACCESSWIRE / April 1, 2024 / Ondas Holdings Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of private industrial wireless networks and commercial

Subsidiaries of the Registrant*.

Exhibit 21 SUBSIDIARIES OF THE REGISTRANT As of April 1, 2024 Ondas Networks Inc., a Delaware corporation. Ondas Autonomous Holdings Inc., a Nevada corporation. American Robotics, Inc., a Delaware corporation. Airobotics Ltd., a company organized under the laws of the State of Israel. Airobotics Pte Ltd., a company organized under the laws of Singapore. Airobotics, Inc., a Delaware corporation. Ai

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS HOLDINGS INC. (Exac

ONDS / Ondas Holdings Inc. / Charles & Potomac Capital, LLC - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.

Joint Filing Agreement (filed herewith).

EX-99.1 2 ea0200887ex99-1ondas.htm JOINT FILING AGREEMENT Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto); and (ii) that this joint filing agreement may be included as a

Ondas Holdings Reports Record Preliminary Revenues of $15.7 million for 2023 and Secures $8.6 Million from Investor Group Including Charles & Potomac Capital Preliminary, unaudited 2023 record revenue from both its drone and industrial wireless netwo

Exhibit 99.1 Ondas Holdings Reports Record Preliminary Revenues of $15.7 million for 2023 and Secures $8.6 Million from Investor Group Including Charles & Potomac Capital Preliminary, unaudited 2023 record revenue from both its drone and industrial wireless networks businesses was a combined $15.7 million, a more than 7-fold increase over 2022; Q4 2023 preliminary, unaudited record revenue were $5

Form of Preferred Stock Purchase Agreement, dated February 26, 2024, between Ondas Networks Inc. and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

Exhibit 10.3 Execution Version Form of PREFERRED STOCK PURCHASE AGREEMENT THIS PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of February 26, 2024, by and among Ondas Networks Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A to this Agreement (each a “Purchaser” and together the “Purchasers”). The parties hereby agree as follows: 1. Purchase a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 26, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 26, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission Fil

Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

Exhibit 10.2 Execution Versions FORM OF WARRANT THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECA

ONDAS HOLDINGS INC. 3,616,071 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276852 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 15, 2024) ONDAS HOLDINGS INC. 3,616,071 Shares of Common Stock We are offering 3,616,071 shares of our common stock, par value $0.0001 (“Common Stock”). Our Common Stock is traded on The NASDAQ Capital Market under the symbol “ONDS.” On February 23, 2024, the last reported sale pric

Form of Warrant (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

Exhibit 10.5 Execution Version FORM OF WARRANT THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECAT

Form of Agreement and Waiver, dated as of February 23, 2024, by and between Ondas Holdings Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

Exhibit 10.6 AGREEMENT AND WAIVER This AGREEMENT AND WAIVER (this “Agreement”), dated as of February 23, 2024, is entered into by and between Ondas Holdings Inc., a Nevada corporation (the “Company”), and the investor signatory below (the “Holder”). Unless otherwise specified herein, capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Secur

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

Exhibit 10.4 Execution Version Form of REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2024, and effective as set forth in Section 11(a), is made and entered into by and among (i) Ondas Holdings Inc., a Nevada corporation (the “Parent”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the

Form of Securities Purchase Agreement, dated February 26, 2024, between Ondas Holdings Inc., the Purchasers and solely with respect to Section 4.9 of this ONDS Agreement, Ondas Autonomous Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 26, 2024).

Exhibit 10.1 Execution Version Form of SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2024, among Ondas Holdings Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and solely with respect to

Ondas Holdings Establishes Ondas Autonomous Holdings to Own its Drone Businesses and Support Growth Plan American Robotics and Airobotics are now wholly owned subsidiaries of Ondas Autonomous Holdings Inc. (“OAH”) New corporate structure provides org

Exhibit 99.1 Ondas Holdings Establishes Ondas Autonomous Holdings to Own its Drone Businesses and Support Growth Plan American Robotics and Airobotics are now wholly owned subsidiaries of Ondas Autonomous Holdings Inc. (“OAH”) New corporate structure provides organizational flexibility to execute business plan leveraging OAH’s industry leadership position in drone technology, markets, human capita

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276852 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 15, 2024) $11,500,000 ONDAS HOLDINGS INC. 3% SERIES B-2 SENIOR CONVERTIBLE NOTES DUE 2025 On July 25, 2023, we filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “2023 Prospectus Supplement”) for the offer of 3% Series B-2 senior convertible n

Consent of Akerman LLP (included in Exhibit 5.4).

Exhibit 5.4 Akerman LLP 201 East Las Olas Boulevard Suite 1800 Fort Lauderdale, FL 33301 T: 954 463 2700 F: 954 463 2224 February 21, 2024 Ondas Holdings Inc. 53 Brigham Street, Unit 4 Marlborough, MA 01752 Re: Prospectus Supplement to Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with t

Consent of Akerman LLP (included in Exhibit 5.3).

Exhibit 5.3 Akerman LLP 201 East Las Olas Boulevard Suite 1800 Fort Lauderdale, FL 33301 T: 954 463 2700 F: 954 463 2224 February 21, 2024 Ondas Holdings Inc. 53 Brigham Street, Unit 4 Marlborough, MA 01752 Re: Prospectus Supplement to Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel to Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with t

$34,500,000 ONDAS HOLDINGS INC. 3% SENIOR CONVERTIBLE NOTES

Filed Pursuant to Rule 424(b)(5) Registration Nos. 333-276852 PROSPECTUS SUPPLEMENT (To the Prospectus dated February 15, 2024) $34,500,000 ONDAS HOLDINGS INC. 3% SENIOR CONVERTIBLE NOTES On October 28, 2022, we filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “2022 Prospectus Supplement”) for the offer of 3% senior convertible notes due 2023 in the aggreg

53 Brigham Street, Unit 4 Marlborough, MA 01752

53 Brigham Street, Unit 4 Marlborough, MA 01752 February 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini, Esq. Re: Ondas Holdings Inc. Registration Statement on Form S-3, as amended File No. 333-276852 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations promulgate

53 Brigham Street, Unit 4 Marlborough, MA 01752

53 Brigham Street, Unit 4 Marlborough, MA 01752 February 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini, Esq. Re: Ondas Holdings Inc. Registration Statement on Form S-3, as amended File No. 333-276853 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations promulgate

As filed with the Securities and Exchange Commission on February 9, 2024

As filed with the Securities and Exchange Commission on February 9, 2024 Registration No.

As filed with the Securities Exchange Commission on February 9, 2024

As filed with the Securities Exchange Commission on February 9, 2024 Registration No.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 8, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on February 2, 2024

As filed with the Securities and Exchange Commission on February 2, 2024 Registration Statement No.

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ondas Holdings Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Ondas Holdings Inc.

As filed with the Securities Exchange Commission on February 2, 2024

As filed with the Securities Exchange Commission on February 2, 2024 Registration No.

As filed with the Securities and Exchange Commission on February 2, 2024

As filed with the Securities and Exchange Commission on February 2, 2024 Registration No.

Filing Fee Table.*

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Ondas Holdings Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 22, 2024 Ondas Holdings In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 22, 2024 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2023 Ondas Holdings In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2023 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

ONDS / Ondas Holdings Inc / Charles & Potomac Capital, LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.

Tweet by Charles and Potomac, LLC, dated November 21, 2023.

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 21, 2023 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

C&P Capital Announces New Advisor for Ondas Networks Investments

Exhibit 99.2 C&P Capital Announces New Advisor for Ondas Networks Investments We are pleased to announce that Jim Blom, Operating Partner at Stage 1 Ventures, is advising Charles & Potomac, LLC on its investment in Ondas Networks. Jim has a great history of helping business ramp their commercial efforts and identify strategic alternatives for investment and growth. As Ondas Networks second largest

Third Quarter 2023 Earnings Release Copyright 2023. All rights reserved. NASDAQ: ONDS | November 2023 2 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform A

Exhibit 99.2 Third Quarter 2023 Earnings Release Copyright 2023. All rights reserved. NASDAQ: ONDS | November 2023 2 Nasdaq: ONDS This presentation may contain "forward - looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes,"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39761 ONDAS

Amendment to Employment Agreement, between Airobotics and Yishay Curelaru, dated February 15, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

Exhibit 10.6 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to Employment Agreement (the “Amendment”) is made and entered into this 1 day of February 2023 (the “Amendment Effective Date”), by and among Airobotics Ltd., an Israeli corporation (the “Company”) and Yishay Curelaru (the “Employee”) (Company and the Employee shall each be referred hereto as a “Party”, and collectively, as the “Parties

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2023 Ondas Holdings I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2023 Ondas Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 001-39761 47-2615102 (State or other jurisdiction of incorporation) (Commission File

Employment Agreement, between Airobotics and Yishay Curelaru, dated November 28, 2017 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2023).

Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (the “Employment Agreement”) is made as of the date noted below by and between Airobotics Ltd., Company Number 515118263, an Israeli company, having its principal place of business at 7 Simtat Hatavor Petach Tikva, Israel (the “Company”), and Yishay Curelaru, holder of an Israeli ID number 062542469 (the “Employee”). WHEREAS, the Company