Ondas Holdings Inc 美股招股说明书（2025年6月11日版）

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 prospectus. The offering price for each share of Common Stock is We are also offering, in lieu of Shares to certain investors that so choose, pre-funded warrants to purchase 9,600,000 shares ofour Common Stock (the “Pre-Funded Warrants”). The offering price for each Pre-Funded Warrant is $1.2499. Each Pre-FundedWarrant will have an exercise price of $0.0001, will be exercisable immediately upon issuance, and will expire on the three year This prospectus supplement also relates to the offering of the shares of our Common Stock issuable upon the exercise of thePre-Funded Warrants. Our Common Stock is listed on The NASDAQ Capital Market under the symbol “ONDS”. On June 6, 2025, the last reportedsale price of our Common Stock on The NASDAQ Capital Market was $1.70 per share. There is no established trading market for thePre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the Pre-Funded Warrants Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-4 of this prospectussupplement, on page 14 of the accompanying prospectus and in our annual report on Form 10-K for the fiscal year endedDecember 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025, which are incorporated by Public offering price (1)See “Underwriting” for a full description of compensation payable to the underwriter in connection with this offering. (2)If the Pre-Funded Warrants are exercised in full, net proceeds will increase to $38,000,000 in the aggregate. We granted the underwriter the option to purchase within 30 days from the date of this prospectus supplement up to anadditional 4,800,000 shares of our Common Stock at the per share purchase price set forth above to cover over-allotments, if any. If The underwriter expects to deliver the securities against payment on or about June 11, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Sole Underwriter Oppenheimer & Co. The date of this prospectus supplement is June9, 2025. PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with theSecurities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. This document is in two parts. The first part isthis prospectus supplement, which describes the specific terms of this offering and the securities offered hereby and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying base prospectus, gives more general information If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you shouldrely on the information in this prospectus supplement. This prospectus supplement, the accompanying prospectus, any free writingprospectus and the documents incorporated into each by reference include important information about us and the securities beingoffered and other information you should know before investing. You should read this prospectus supplement and the accompanying Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into thisprospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in thisprospectus supplement or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference into this prospectus supplement were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed You should rely only on the information contained in or incorporated by reference in this prospectus supplement, theaccompanying prospectus and any free writing prospectus. We have not authorized anyone to provide you with information that isdifferent from the foregoing. If anyone provides you with different or inconsistent information, you should not rely on it. We areoffering to sell our securities only in jurisdictions where offers and sales are permitted. You should not assume that the informationcontained in this prospectus supplement, the accompanying prospectus, any f