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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13G | |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Ondas Inc. (Name of Issuer) | |
Common Stock, par value $0.0001 (Title of Class of Securities) | |
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11/05/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | 68236H204 |
| 1 | Names of Reporting Persons
Laurence E. Hirsch | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,971,898.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP Number(s): | 68236H204 |
| 1 | Names of Reporting Persons
Highlander Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,971,898.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP Number(s): | 68236H204 |
| 1 | Names of Reporting Persons
Highlander Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,971,898.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): | 68236H204 |
| 1 | Names of Reporting Persons
Highlander Partners Defense, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,971,898.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP Number(s): | 68236H204 |
| 1 | Names of Reporting Persons
Dzyne Management Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,480,832.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Ondas Inc. | |
| (b) | Address of issuer's principal executive offices:
222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401 | |
| Item 2. | ||
| (a) | Name of person filing:
Laurence E. Hirsch ("Mr. Hirsch"), Highlander Partners GP, LLC ("Highlander GP"), Highlander Partners, L.P. ("Highlander LP"), Highlander Partners Defense, LLC ("Highlander Defense"), Dzyne Management Holdings, LLC ("Dzyne Management") | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office for Mr. Hirsch, Highlander GP, Highlander LP, Highlander Defense, and Dzyne Management is 300 Crescent Court, Suite 550, Dallas, TX 75201. | |
| (c) | Citizenship:
Highlander GP, Highlander LP - Texas
Highlander Defense, Dzyne Management - Delaware
Mr. Hirsch - United States citizen | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP Number(s):
68236H204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mr. Hirsch - 36,971,898 shares
Highlander GP - 36,971,898 shares
Highlander LP - 36,971,898 shares
Highlander Defense - 36,971,898 shares
Dzyne Management - 1,480,832 shares
Amount beneficially owned is based on 35,491,066 shares of common stock issuable to Highlander Defense and 1,480,832 shares of common stock issuable to Dzyne Management, in each case, on January 4, 2027, pursuant to that certain Unit Purchase Agreement, by and among the Issuer, High Point UAS, LLC, Highlander Defense, Dzyne Management, High Flight Corporation and Highlander Defense, in its capacity as the seller representative, dated July 2, 2026 (the "Unit Purchase Agreement"). | |
| (b) | Percent of class:
Mr. Hirsch - 5.9%
Highlander GP - 5.9%
Highlander LP - 5.9%
Highlander Defense - 5.9%
Dzyne Management - 0.25%
Percentage ownership is calculated based on 590,124,144 shares of common stock of the Issuer outstanding, consisting of 582,302,699 shares outstanding as of September 22, 2026, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on September 23, 2026 (the "Prospectus Supplement"), and after giving effect to the issuance of 7,821,445 shares of common stock on September 23, 2026, as described in the Prospectus Supplement. For purposes of calculating each Reporting Person's percentage ownership pursuant to Rule 13d-3(d)(1)(i), the outstanding share count also includes the shares issuable to, or attributable to, that Reporting Person pursuant to the Unit Purchase Agreement. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Hirsch - 36,971,898 shares
Highlander GP - 36,971,898 shares
Highlander LP - 36,971,898 shares
Highlander Defense - 36,971,898 shares
Dzyne Management - 1,480,832 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Hirsch - 36,971,898 shares
Highlander GP - 36,971,898 shares
Highlander LP - 36,971,898 shares
Highlander Defense - 36,971,898 shares
Dzyne Management - 1,480,832 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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