Ondas (NASDAQ: ONDS) plans $175M all-stock merger with Mistral
Rhea-AI Filing Summary
Ondas Inc. agreed to acquire 100% of defense contractor Mistral Inc. in an all‑stock merger valued at $175,000,000, expanding its direct participation in U.S. defense programs. The consideration consists entirely of Ondas common stock, with portions placed in escrow and others paid in installments and multi‑year releases.
Closing is subject to customary conditions, including Mistral stockholder consent, required governmental approvals, and no Material Adverse Effect, with an expected closing in the second quarter of 2026. The shares issued in the merger will be issued under a Regulation D exemption and are to be registered for resale under a future registration statement.
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Insights
Ondas plans a $175M all‑stock acquisition to deepen U.S. defense exposure.
Ondas Inc. is acquiring Mistral Inc. for an aggregate
The deal adds a U.S. defense prime contractor with existing Army and Special Operations contract vehicles, U.S. manufacturing, and federal contracting infrastructure, consistent with Ondas’ strategy to expand its defense footprint. Completion depends on Mistral stockholder consent, regulatory clearances, and absence of a Material Adverse Effect, with closing targeted for the second quarter of
The issuance relies on a Regulation D exemption, with a resale registration to be entered into at closing. Actual impact on Ondas will depend on successful integration and the extent to which Mistral’s contract base supports multi‑year program participation as described.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On March 8, 2026, Ondas Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”), by and among the Company, Project Cyclone Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Mistral, Inc., a Delaware corporation (“Mistral”), and Shoshana Banai (the “Stockholder”).
The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire 100% of the issued and outstanding shares of Mistral (the “Merger”). At the closing of the Merger, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of $175,000,000, comprised of (i) $122,500,000 of shares of the Company's common stock, par value $0.0001 per share (“Common Stock”), subject to certain adjustments set forth in the Agreement, of which (a) $17,500,000 shall be deposited into an escrow account for the purpose of securing the obligations of the Stockholder as set forth in the agreement and (b) the remaining $105,000,000, shall be paid in seven equal installments within twenty days following the closing of the Merger, and (ii) $52,500,000 of shares of Common Stock shall be deposited into an escrow account and released as follows: (x) $26,250,000 on the first anniversary of the closing of the Merger, (y) $13,125,000 on the second anniversary of the closing of the Merger, and (z) $13,125,000 on the third anniversary of the closing of the Merger.
The shares of Common Stock issued pursuant to the Merger are to be registered for resale pursuant to a resale registration statement to be entered into at closing of the Merger, which is attached as Exhibit D of the Agreement.
Each of the Company, Mistral, and the Stockholder has provided customary representations, warranties and covenants in the Agreement. The completion of the Merger is subject to various closing conditions, including: (a) the requisite stockholder consent of Mistral being obtained; (b) the requisite Consents (as defined in the Agreement) being made or obtained by Mistral; (c) the requisite authorizations, Consents, orders or approvals of, or declarations or filings with, and all expirations or early terminations of waiting periods required from, or voluntarily entered into with, any Governmental Authority (as defined in the Agreement) under applicable laws shall have been filed, have occurred or been obtained; (d) the absence of any applicable laws, judgment, injunction, order or decree (whether temporary, preliminary or permanent) threatened by or pending before any Governmental Authority which seeks to prohibit the consummation of the transactions contemplated by the Agreement or obtain damages in connection therewith, and no such judgment, injunction, order or decree has been entered and not subsequently dismissed or discharged with prejudice; and (e) the absence of any Material Adverse Effect (as defined in the Agreement) with respect to Mistral.
The Agreement contains customary termination rights for both the Company and Mistral, including, but not limited to, (i) the mutual written agreement of the Company and the Stockholder; (ii) by the Company or Mistral if there has been a breach of any representation, warranty, covenant or agreement made by the other party in the Agreement, which breach (A) would give rise to the failure of a condition set forth in the Agreement and (B) (x) such breach cannot be cured by the End Date (defined below) or (y) if capable of being cured, shall not have been cured by the earlier of (1) 30 calendar days following receipt of written notice of such breach or (2) the date that is three calendar days prior to the End Date; (iii) by the Company if within 24 hours following the execution and delivery of the Agreement, Mistral has not delivered to the Company a copy of the executed stockholder consent of Mistral; (iv) the written notice by the Company or Mistral if the closing of the Merger has not occurred on or before May 9, 2026 (the “End Date”); (v) by either the Company of Mistral upon delivery of written notice to the other if any Governmental Authority shall have issued or entered any judgment, order or decree, enacted any law or taken any other action which, in any such case, (a) permanently restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by the Agreement, (b) would prevent the closing from occurring as contemplated by this Agreement on or prior to the applicable time on the End Date or (c) has had or would reasonably be expected to have a Material Adverse Effect; or (vi) by the Company upon delivery of written notice to Mistral, if there shall have occurred a Material Adverse Effect.
The Merger is expected to close in the second quarter of 2026.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of shares of the Common Stock in Item 1.01 above will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Regulation D thereunder.
Item 8.01. Other Events
On March 9, 2026, the Company issued a press release announcing the Agreement to acquire Mistral Inc., a U.S.-based defense prime contractor with decades of experience supporting U.S. military, federal, and public safety programs. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Agreement and Plan of Merger, dated March 8, 2026, by and among the Company, Project Cyclone Merger Sub Inc., Mistral, Inc., and Shoshana Banai. | |
| 99.1 | Press Release, dated March 9, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request. |
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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 9, 2026 | ONDAS HOLDINGS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Ondas Reaches Merger Agreement with U.S. Defense
Prime Contractor Mistral Inc., Expanding Direct
Prime Participation Across U.S. Department of Defense Programs
Merger facilitates Ondas’ presence within the U.S. Department of Defense, various federal agencies, and U.S. State and Local Law Enforcement through Mistral’s decades of experience as a prime contractor and trusted supplier to the U.S. Government
Mistral serves as Prime Contractor on over a billion dollars of IDIQ and various US DOD contracts for various weapon systems, UAS, and drones; Mistral is also a leading provider for the U.S. State and Local governments and the HLS market for public protection systems
Mistral accelerates Ondas’ U.S. Defense expansion strategy by adding Prime Contract access, U.S.-Based manufacturing infrastructure, and established Federal and State contracting capabilities
WEST PALM BEACH, FL / March 9, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground robot intelligence through its Ondas Autonomous Systems (OAS) business unit and private wireless solutions through Ondas Networks, today announced it has entered into a merger agreement with Mistral Inc., a U.S.-based defense prime contractor with decades of experience supporting U.S. military, federal, and public safety programs. Under the agreement, Mistral will merge with a subsidiary of Ondas, while maintaining its current contract administration responsibilities. The transaction provides Ondas with direct prime contractor access to U.S. Army and Special Operations contract vehicles while adding U.S.-based manufacturing, integration, and federal contracting infrastructure.
Mistral has spent decades supporting U.S. defense, federal, and public safety programs, building a strong reputation for introducing new technologies into operational environments and successfully executing large government contracts.
“Mistral brings decades of trusted performance supporting U.S. defense and public safety customers, along with a highly experienced team that has repeatedly demonstrated its ability to introduce advanced technologies into operational programs,” said Eric Brock, Chairman and CEO of Ondas. “The company has a strong track record capturing and executing large government programs and integrating mission-critical systems for the U.S. military and federal agencies. By combining Mistral’s proven prime contractor capabilities and program expertise with Ondas’ expanding portfolio of autonomous air and ground platforms, we believe we are well positioned to deliver integrated mission solutions directly to U.S. defense customers while expanding our manufacturing and program execution capabilities in the United States.”
“Joining Ondas represents an exciting new chapter for Mistral,” said Eyal Banai CEO of Mistral Inc. “Our team has spent decades supporting critical defense and public safety programs, and the addition of Ondas unique autonomous systems solutions allows us to expand those capabilities while continuing to deliver the reliability and execution our customers expect. With the additional scale, technology portfolio, and global reach of Ondas, we are even better positioned to support our domestic defense customers, industrial base, and industry partners as mission requirements continue to evolve.”
Mistral, headquartered in Bethesda, MD, operates U.S.-based manufacturing, assembly, integration, and quality assurance infrastructure supporting rapid program execution and compliance with U.S. defense sourcing requirements. As a prime contractor on U.S. Army and USSOCOM uncrewed and autonomous platforms procurement vehicles, the company supports rapid capability fielding and mission equipment integration for operational units. Mistral’s experience includes unmanned systems procurement, advanced mission equipment integration, defense electronics, survivability and mobility enhancements, and lifecycle sustainment services.
The merger aligns with Ondas’ strategy to expand its U.S. defense footprint and transition from standalone system deployments to structured participation in multi-year contract vehicles. Mistral’s contracting infrastructure and integration capabilities will support the deployment of Ondas’ expanding portfolio of autonomous aerial and ground systems—including counter-drone, robotic, and ISR platforms—into U.S. military, homeland security, and public safety programs and help transition Ondas from standalone system deployments to participation in multi-year DoD contract vehicles and program-of-record opportunities.
Together with Mistral capabilities, we believe Ondas is well positioned to deliver fully integrated autonomous air and ground solutions aligned with Department of Defense modernization priorities, homeland security requirements, and state-level public safety missions. The acquisition represents an important step in Ondas’ strategy to expand its role within U.S. defense procurement by combining advanced autonomous platforms with U.S.-based prime contractor infrastructure capable of competing for and executing multi-year government programs.
For additional information regarding the terms of the merger agreement, please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today. Ondas will provide outlook information regarding Mistral on its earnings conference call scheduled for Wednesday, March 25, 2026 at 8:30 a.m. Eastern Time.
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About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems and private wireless solutions through its business units Ondas Autonomous Systems (OAS), Ondas Capital and Ondas Networks. Ondas’ technologies offer a powerful combination of aerial intelligence and next-generation connectivity to enhance security, operational efficiency, and data-driven decision-making across essential industries.
Ondas Autonomous Systems (“OAS”) delivers a portfolio of AI-powered defense and security platforms deployed globally to protect sensitive sites, populations, and critical infrastructure. Through its operating companies—American Robotics, Airobotics, Apeiro Motion, Roboteam Ltd., and Sentrycs—OAS provides an integrated suite of autonomous aerial, ground, and counter-UAS solutions. These include the Optimus System, the first FAA-certified small UAS for fully automated aerial security and data capture; Iron Drone Raider, an autonomous counter-UAS interception platform; Roboteam’s combat-proven tactical ground robotic systems for military and special operations forces; Apeiro Motion’s advanced ground robotics and tethered UAV systems with proprietary navigation and communications technologies; and Sentrycs’ Cyber-over-RF (CoRF) and protocol-manipulation counter-UAS solutions.
Ondas Capital plans to combine advisory services and strategic investment management services to accelerate the rapid scaling and global deployment of unmanned and autonomous systems to Allied defense and security markets.
Ondas Networks provides software-defined wireless broadband technology through its FullMAX platform, based on the IEEE 802.16t standard. This standards-based system delivers high-performance connectivity for mission-critical IoT applications in markets such as rail, utilities, oil and gas, transportation, and government.
For additional information on Ondas Inc.: www.ondas.com, X and LinkedIn
For Ondas Autonomous Systems: LinkedIn
For Airobotics: www.airoboticsdrones.com, X and LinkedIn
For American Robotics: www.american-robotics.com, X and LinkedIn
For Sentrycs: www.sentrycs.com, X and LinkedIn
For Roboteam: www.robo-team.com, X and LinkedIn
For Apeiro Motion: www.apeiro-motion.com, LinkedIn
For Ondas Networks: www.ondasnetworks.com, X and LinkedIn
Forward-Looking Statements
Statements made in this release 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.
Contacts
IR Contact for Ondas Inc.
888-657-2377
ir@ondas.com
Media Contact for Ondas Inc.
Escalate PR
ondas@escalatepr.com
Preston Grimes
Marketing Manager, Ondas Inc.
preston.grimes@ondas.com
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Filing Exhibits & Attachments
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