Opening the filing
8-K
The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 14, 2026, Ondas Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”), by and among the Company, Gate Technologies Ltd., a company organized under the laws of the State of Israel (“Gate”), Bron Technologies sp. z.o.o, a private company organized under the laws of the State of Poland (“Bron”), Gate’s shareholders listed on Exhibit B-1 thereto (the “Gate Shareholders”), Bron’s shareholders listed on Exhibit B-2 thereto (the “Bron Shareholders,” together with the Gate Shareholders, the “Shareholders”), and Adv. Amir Geva solely in his capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement).
Pursuant to the Agreement, on September 14, 2026 (the “Closing Date”), the Company acquired 100% of the issued and outstanding share capital of Gate and Bron (the “Acquisition”), for a purchase price of $105.0 million in cash and 10,689,655 shares (the “Consideration Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), plus $25 million in working capital adjustment. Additionally, approximately $22.5 million will be issued within nine (9) months of the Closing Date, subject to certain post-closing obligations of the Indemnifying Parties, as set forth in the Agreement.
Additionally, pursuant to the terms of the Agreement, for two years after the Closing Date, the Shareholders have an opportunity to earn an additional aggregate amount of up to $185,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Agreement, payable in Common Stock (the “Earn-Out Shares,” together with the Consideration Shares, the “Shares”).
Additionally, on September 14, 2026, the Company entered into a Registration Rights Agreement with the Shareholders (the “Registration Rights Agreement”), pursuant to which the Shareholders shall be subject to daily trading volume limitations, whereby all such Shareholders may not sell, in the aggregate, any shares of Common Stock issued to such Shareholders pursuant to the Agreement on any trading market in any single trading day to the extent such sales would exceed fifteen percent (15%) of the average daily trading volume of the Common Stock as reported on the principal trading market on which the Common Stock is listed, calculated based on the ten (10) consecutive trading days immediately preceding the relevant date of determination.
The Company also agreed we agreed within one business day following the issuance of any shares of Common Stock pursuant to the Agreement to file with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by the Shareholders of the Shares and the Earn-Out Shares, if any, subject to the restrictions set forth in the Registration Rights Agreement.
A copy of the opinion of Snell & Wilmer L.L.P., Nevada counsel for the Company, relating to the legality of the issuance of the Shares is attached as Exhibit 5.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Consideration Shares (as defined above) in Item 2.01 are exempt from the registration requirements of the Securities Act in accordance with Regulation S, as sales to non-U.S.
investors outside of the United States.
Item 7.01. Regulation FD Disclosure.
On September 14, 2026, the Company issued a fact sheet regarding the Acquisition. A copy of the fact sheet is furnished as Exhibit 99.1 to this Current Report on Form 8-K.