Material Agreement, Asset Transaction, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously announced, on October 29, 2025, Ondas Inc. (the "Company") completed the acquisition of a controlling interest in 4M Defense Ltd., a company registered in the State of Israel ("4M"), pursuant to the Share Purchase Agreement, dated October 24, 2025 (the "4M Agreement"), by and among the Company, 4M, Chirokka Holding Ltd., a company registered in the State of Israel ("HoldCo"), Mr. Itzik Malka ("Mr. Malka"), and Mr. Nir Cohen ("Mr. Cohen," together with Mr. Malka, the "Sellers"). In accordance with the terms of the 4M Agreement, the Company acquired 70% of the issued and outstanding share capital of HoldCo (the "Acquisition").

On March 16, 2026, pursuant to that certain Supplement to Share Purchase Agreement, dated March 16, 2026, by and between the Company, 4M, HoldCo and Mr. Cohen (the "Supplement"), the Company acquired the remaining 30% of the issued and outstanding share capital of HoldCo from Mr. Cohen, for a purchase price of (i) 352,968 shares of Common Stock, and (ii) an additional amount of up to $1,400,000 shares of Common Stock in contingent earn-out payments, subject to certain milestones as set forth in the Supplement (the "Shares").

Pursuant to the Agreement, the Sellers shall be subject to daily trading volume limitations, whereby all such Sellers may not sell, in the aggregate, any Common Stock issued to such Sellers pursuant to the Agreement on any trading market in any single trading day to the extent such sales would exceed ten percent (10%) of the average daily trading volume of such stock as reported on the principal trading market on which the Common Stock is listed, calculated based on the ten (10) consecutive trading days immediately preceding the relevant date of determination.

Pursuant to that certain Registration Rights Agreement, dated October 29, 2025, by and between the Company, Mr. Malka and Mr. Cohen (the "Registration Rights Agreement"), the Company agreed to file with the Securities and Exchange Commission ("SEC") a prospectus supplement pursuant to Rule 424(b)(7) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), providing for the resale by Mr. Cohen of the Shares, subject to the trading limitation discussed above.

The foregoing description of the Acquisition, the Supplement, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the Supplement and 4M Registration Rights Agreement, a copy of which are attached hereto as Exhibits 2.2 and 10.1, and is incorporated herein by reference.

A copy of the opinion of Snell & Wilmer L.L.P. relating to the legality of the issuance of the Shares is attached as Exhibit 5.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the Shares in Item 2.01 above is exempt from the registration requirements of the Securities Act in accordance with Regulation S thereunder.