Asset Transaction, Private Placement (Form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 29, 2025, Ondas Holdings Inc. (the "Company") completed the previously announced 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 "Agreement"), by and among the Company, 4M, Chirokka Holding Ltd., a company registered in the State of Israel ("HoldCo"), Mr. Itzik Malka ("Itzik"), and Mr. Nir Cohen ("Nir", and jointly with Itzik, the "Shareholders"). HoldCo held 100% of the share capital of 4M. In accordance with the terms of the Agreement, the Company acquired 70% of the issued and outstanding share capital of HoldCo, for a purchase price of (i) $2,400,000 in cash and (ii) 801,068 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), in exchange for the HoldCo Shares (the "Acquisition"). Pursuant to the Agreement, Itzik has agreed, subject to certain customary exceptions, not to sell, transfer or dispose of 480,641 shares of Common Stock for a period of twelve (12) months after the closing of the Acquisition, at which time Itzik shall be permitted to sell, transfer or otherwise dispose of, on a calendar quarterly basis, up to twelve and one-half percent (12.5%) of such shares of Common Stock, until all such shares have been released from the lock-up restrictions.

Also on October 29, 2025, the Company entered into a Registration Rights Agreement with the Shareholders to register the resale of the Shares (the "Registration Rights Agreement").

The foregoing description of the Acquisition, the Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the Agreement and the Registration Rights Agreement, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, and are 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 issuance of Shares in Item 2.01 above is exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation S and Regulation D thereunder.