Ondas Holdings Inc. — Proxy Solicitation & Information Statement 2025

Nov 18, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 18, 2025

Ondas Holdings Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-39761	47-2615102
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Marina Park Drive , Suite 1410 , Boston , MA 02210

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code ( 888 ) 350-9994

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock par value $0.0001	ONDS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

Special Meeting of Stockholders – Thursday, November 20, 2025

Ondas Holdings Inc. (the “Company”) will hold its Special Meeting of Stockholders (the “Meeting”) for the purpose of considering and voting on a charter amendment proposal and incentive plan amendment proposal, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 20, 2025, on Thursday, November 20, 2025, at 10:00 a.m. Eastern Time. The Meeting will continue to be held at One Marina Park Drive, Suite 1410, Boston, MA 02210.

Only stockholders of record, as of the record date, October 8, 2025 (the “Record Date”), are entitled to vote at the Meeting, either in person or by proxy. Proxies previously submitted in respect of the Meeting will be voted at the postponed Meeting unless properly revoked, and shareholders who have previously submitted a proxy or otherwise voted need not take any further action.

Stockholders who need assistance in submitting their proxy or voting their shares should call the Company’s proxy solicitor, Alliance Advisors, LLC, at (855) 325-6668.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 18, 2025
By:	/s/ Eric A. Brock
	Eric A. Brock
	Chief Executive Officer

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