### DEFA14A - DEFINITIVE ADDITIONAL MATERIALS
DEFA14A
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ea0292080-defa14a_ondas.htm
DEFINITIVE ADDITIONAL MATERIALS
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
☐ |
Confidential,
For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive
Proxy Statement |
☒ |
Definitive
Additional Materials |
☐ |
Soliciting
Material Pursuant to Section 240.14a-12 |
Ondas
Inc.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No
fee required. |
☐ |
Fee
paid previously with preliminary materials. |
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
Ondas
Inc. (the “Company”) has distributed proxy materials to its stockholders, including a Notice of the 2026 Annual Meeting of
Stockholders and Definitive Proxy Statement (the “Notice and Proxy Statement”) for its Annual Meeting of Stockholders to
be held on Thursday, May 28, 2026 (the “Annual Meeting”). A copy of the Notice and Proxy Statement was filed with the Securities
and Exchange Commission on April 20, 2026.
On
May 22, 2026, the Company posted a video on X and LinkedIn regarding the Annual Meeting. A copy of the post and transcript of the video
is included below.
Post:
Ondas
is approaching its 2026 Annual Meeting of Stockholders. A majority of shares must be represented to establish quorum and move forward
with our agenda.
Please
take a moment to submit your proxy vote and support Ondas as we execute our Core + Strategic Growth program and build long-term stockholder
value.
Please
use 1-866-206-7416
Outside
of the U.S. 1-551-368-0110
Email:
ONDS@allianceadvisors.com
Website:
www.allianceadvisors.com
[VIDEO]
Transcript
of Video:
ANNUAL
MEETING – CEO VIDEO TRANSCRIPT
Good
afternoon everyone, and thank you for your continued support of Ondas.
As
we approach our upcoming Annual Meeting of Stockholders, I’d like to personally encourage all stockholders to submit their
proxy votes. An important priority for us right now is ensuring that we achieve the required quorum of at least a majority of the shares
outstanding. We are working hard alongside our proxy solicitation team at Alliance Advisors to reach stockholders, and we need your support
to continue executing our strategy and driving growth at Ondas.
Please
take a few minutes today to submit your proxy vote. You can follow the link or call the number shown at the end of this video
to record your vote.
Over
the past year, Ondas has built significant momentum across our business. We have executed aggressively against our Core + Strategic Growth
program, expanded our technology and operating platforms, strengthened our balance sheet, and positioned the Company at the center of
a rapidly growing global demand for unmanned and autonomous systems.
Most
importantly, we believe we are creating substantial stockholder value through execution.
Our
revenue growth, expanding backlog, increasing customer engagement, and growing M&A pipeline are all evidence that our strategy is
working. We’re building a scaled global operating platform to deliver autonomous solutions across defense, homeland security,
public safety, and critical infrastructure markets worldwide.
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An
important proposal at this year’s Annual Meeting is the request to increase our authorized share count.
We
want you – as a stockholder -- to clearly understand why this matters.
Today,
a meaningful portion of our authorized shares are reserved for warrants with significantly higher strike prices. These warrants
will only be exercised if our stock price appreciates dramatically from current levels—which, of course, is exactly what we are
focused on achieving for our investors.
However,
while those shares remain reserved, they constrain our flexibility to execute our strategic growth plan, particularly our M&A
program.
Importantly,
we are approaching this opportunity from a position of strength, with approximately $1.4 billion in cash supporting our growth strategy.
Our Board and management team remain highly disciplined in evaluating the cost of capital and expected stockholder returns associated
with every strategic investment.
We
believe our acquisition strategy is highly accretive to stockholder value. These acquisitions are expanding our capabilities, accelerating
revenue growth, strengthening our operating platform, and increasing our ability to serve customers globally. It is helping us build a
very large and valuable company over time.
Our objective is
not simply growth for growth’s sake. Our focus is on disciplined execution, responsible capital allocation, and increasing long-term
stockholder value per share.
On
behalf of our entire leadership team, thank you again for your support, your confidence, and your partnership.
We
are deeply committed to our stockholders. Our management team are investors alongside you, and we remain fully focused
on executing our strategy and working extremely hard on your behalf every day.
Please
take a moment to submit your proxy vote and help us continue building what we believe can become one of the leading autonomous
systems companies in the world.
Thank
you.
If
you need assistance voting your shares, please contact:
1-866-206-7416
Outside
of the U.S. 1-551-368-0110
Email:
ONDS@allianceadvisors.com
Website:
www.allianceadvisors.com
Also,
on May 22, 2026, the Company posted the following on X.
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Post:
Forward-Looking
Statements
Statements
made in this document 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. We caution readers that forward-looking statements are predictions based
on our 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. Our 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 our
most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in Part II of our
Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake 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.
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