Ondas Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-109604
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057859
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 12 current paragraphs.
6 unchanged; 3 reworded; 3 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to the Risk Factors previously disclosed in the 2025 Form 10-K.
Added paragraphs (3)
Current report
Unregistered Sales of Securities
Current report
The 2,389,203 shares of common stock that were issued and exchanged for shares of OAS common stock, pursuant to those certain exchange agreements, by and between the Company, OAS and certain holders of OAS securities (the “OAS Exchange”), were exempt from the registration requirements of the Securities Act in accordance with Regulation D thereunder. Refer to Note 10 – Notes Payable and Convertible Notes Payable – of Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
Current report
The Company did not sell any unregistered equity securities to the public during the fiscal quarter. All unregistered issuances were made in reliance on available exemptions from the registration requirements of the Securities Act, and no underwriters were involved in such transactions.
Removed paragraphs (1)
Previous report
The shares of the Common Stock that may be issued, at the Company's sole discretion, pursuant to the SPO Agreement as consideration in connection with the SPO Contingent Consideration and SPO Options, will be exempt from registration under the Securities Act, in accordance with Regulation S thereunder. We relied on this exemption from registration based in part on the representations made by the equity holders. See Note 17. “Subsequent Events – SPO Transaction” for a description of the SPO Acquisition.
Reworded paragraphs (3)
Previous wording
Our business, financial condition, operating results, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025 (the “2024 Form 10-K”), the occurrence of any one of which could have a material adverse effect on our actual results.
Current wording
Our business, financial condition, operating results, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 30, 2026 (the “2025 Form 10-K”), the occurrence of any one of which could have a material adverse effect on our actual results.
Previous wording
There have been no material changes to the Risk Factors previously disclosed in the 2024 Form 10-K, except as disclosed under Part II, Item 1A. Risk Factors of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Current wording
There have been no material changes to the Risk Factors previously disclosed in the 2025 Form 10-K.
Previous wording
None, other than those previously disclosed in a Current Report on Form 8-K and described below.
Current wording
During the quarter ended March 31, 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 and private financing arrangements. All sales of unregistered securities during the quarter ended March 31, 2026 were previously disclosed in a Current Report on Form 8-K except the following.