Ondas Inc. 8-K

What Happened

• Ondas Inc. (ONDS) notified investors in a Form 8-K that its Audit Committee approved the dismissal of Rosenberg Rich Baker Berman, P.A. (RRBB) on January 17, 2026, effective upon RRBB’s completion of the audit of the Company’s consolidated financial statements for the year ended December 31, 2025 and the filing of the 2025 Form 10-K. RRBB was notified on January 20, 2026.
• The Audit Committee also approved and entered into an engagement letter with BDO USA, P.C. on January 20, 2026 to serve as Ondas’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
• RRBB’s audit reports for the years ended December 31, 2023 and 2024 included an explanatory paragraph about substantial doubt regarding the Company’s ability to continue as a going concern. The filing states there were no disagreements or “reportable events” between Ondas and RRBB during 2023, 2024 or the interim period. RRBB’s letter dated January 20, 2026 confirming these statements is filed as Exhibit 16.1.

Key Details

• Audit Committee approval dates: January 17, 2026 (dismissal and selection) and engagement letter dated January 20, 2026.
• RRBB dismissal effective upon completion of the 2025 audit and filing of the 2025 Form 10-K.
• RRBB’s prior reports (FY 2023 & 2024) included a going-concern explanatory paragraph; no disagreements or reportable events were reported.
• BDO reported no prior consultations with Ondas during 2023–2024 or the interim period covered by the 8-K.

Why It Matters

• A change in the independent auditor is a material event: investors should note who signs future audit opinions and review the 2025 Form 10-K when RRBB completes its work.
• The filing confirms RRBB’s past going-concern explanatory paragraph, which remains relevant to assessing Ondas’s financial position and near-term risks.
• The company reported no disputes with RRBB and no prior consultations with BDO, which suggests the transition was not driven by a public accounting disagreement; nevertheless, investors should watch the 2025 audited financial statements and the first audit report issued by BDO for any differences in findings or audit scope.