UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Explanatory note
Since the filing of the Original Form 8-K, management has completed additional financial close procedures and refined certain preliminary accounting estimates, specifically the net change in the fair value of the Company’s warrant liability which is expected to result in a net gain for the fourth quarter and full year 2025. As a result, the Company is revising its previously disclosed preliminary estimated ranges for net income (loss) and Adjusted EBITDA (non-GAAP) for the fourth quarter and full year 2025. The Company’s previously disclosed preliminary revenue ranges remain unchanged.
The revised preliminary results press release furnished as Exhibit 99.1 to this Form 8-K/A supersedes and replaces in its entirety the preliminary results release previously furnished with the Original Form 8-K.
This Form 8-K/A is being filed solely for the purpose described above and does not otherwise amend, modify, or update any other disclosures contained in the Original Form 8-K.
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Forward-Looking Statements
Statements made in this report that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. The Company cautions readers that forward-looking statements are predictions based on the Company’s current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. The Company’s actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors” in Part I of the Company’s most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of the Company’s Quarterly Reports on Form 10-Q and in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 20, 2026 | |
| 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: March 20, 2026
| ONDAS INC. | ||
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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