Ondas Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Securities

During the quarter ended June 30, 2026, the Company issued shares of its common stock and other equity linked-securities in transactions that were not registered under the Securities Act of 1933, as amended. These issuances occurred primarily in connection with business combination transactions. All sales of unregistered securities during the quarter ended June 30, 2026 were previously disclosed in a Current Report on Form 8-K except the following.

Pursuant to the Nasdaq Listing Rule 5635(c)(4) inducement grant exception, in connection with the acquisition of World View Enterprises, Inc. (the "World View Acquisition"), on April 1, 2026, the Company issued inducement grants of restricted stock units ("RSUs") representing 2,309,934 shares of the Company's common stock and stock options (“Options”) exercisable for 1,745,000 shares of the Company's common stock with an exercise price of $9.02 per share to a total of 26 employees newly-hired in connection with the World View Acquisition. RSUs representing 1,329,934 shares of the Company's common stock vest one-third on the closing date of the World View Acquisition, one-third on October 1, 2026 and one-third on April 1, 2027 and RSUs representing 980,000 shares of the Company's common stock and the stock options vest one-third on April 1, 2027 and then one twelfth quarterly for eight quarters starting on July 1, 2027, subject to the applicable employee's continued employment with the Company.

Pursuant to the Nasdaq Listing Rule 5635(c)(4) inducement grant exception, in connection with the acquisition of Mistral Inc. (the "Mistral Acquisition"), on April 24, 2026, the Company issued inducement grants of RSUs representing 1,245,263 shares of the Company's common stock to a total of 58 employees newly-hired in connection with the Mistral Acquisition. The RSUs vest in twelve (12) equal quarterly installments through the third anniversary of the closing date of the Mistral Acquisition, subject to the applicable employee's continued employment with the Company.

No cash consideration was received by the Company in connection with the grants of the RSUs and Options described above. The securities were issued in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act as transactions not involving a public offering.