Ondas (NASDAQ: ONDS) buys Omnisys in $199,000,000 all-stock AI defense deal
Rhea-AI Filing Summary
Ondas Inc. has entered into a definitive Share Purchase Agreement to acquire 100% of Omnisys Ltd. for an aggregate purchase price of $199,000,000, payable in shares of Ondas common stock, plus up to an additional $60,000,000 in contingent earn-out payments in stock.
The purchase price includes $29,000,000 in stock at closing, $142,500,000 in five equal stock installments within twenty days after closing, and the remaining balance on the twenty‑fourth trading day following closing. Omnisys’ shareholders may earn the additional $60,000,000 over three years if specified milestones are achieved.
Closing is subject to multiple conditions, including Omnisys shareholder approval, required governmental consents, absence of blocking legal actions or a Material Adverse Effect, and retention of all key employees and at least 90% of employees and contingent workers. The parties may terminate if the acquisition has not closed by June 16, 2026. Ondas expects the transaction to close in the second quarter of 2026, and the shares issued, including earn-out shares, will be unregistered and sold to non‑U.S. investors under Regulation S.
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Insights
Ondas plans an all-stock acquisition of Omnisys with a sizable earn-out.
Ondas Inc. is pursuing a strategic, all-stock acquisition of Omnisys Ltd., agreeing to pay $199,000,000 in common stock plus up to $60,000,000 in stock-based earn-out over three years tied to milestones. This structure preserves cash while tying part of value to future performance.
The agreement includes detailed closing conditions: Omnisys shareholder approval, necessary governmental consents, no blocking legal orders or lawsuits, no Material Adverse Effect on Omnisys, and retention of all key employees and at least 90% of workers. A failure to close by June 16, 2026 allows either party to terminate, subject to breach limitations.
From a risk perspective, the deal contains typical termination rights and legal safeguards, but integration, execution of the technology roadmap, and meeting earn-out milestones remain uncertainties. Subsequent company filings and updates after the expected second-quarter 2026 closing will be needed to see how the acquisition contributes to revenue, margins, and product positioning.
8-K Event Classification
Key Figures
Key Terms
Earn-Out Payments financial
Material Adverse Effect regulatory
Regulation S regulatory
emerging growth company regulatory
systems-of-systems technical
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 May 16, 2026, Ondas Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”), by and among the Company, Omnisys Ltd., a company organized under the laws of the State of Israel (“Omnisys”), Omnisys’ shareholders listed on Exhibit A thereto (the “Company Shareholders”), and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement) and not in any personal capacity.
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 share capital (“Omnisys Shares”) of Omnisys (the “Acquisition”). At the closing of the Acquisition, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of $199,000,000 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 (the “Purchase Price”), of which (i) $29,000,000 of Common Stock shall be paid on the closing of the Acquisition, (ii) $142,500,000 of Common Stock shall be paid in five equal installments within twenty days following the closing of the Acquisition, and (iii) the balance of the Purchase Price shall be paid in Common Stock on the twenty-forth Trading Day (as defined in the Agreement) following the closing of the Acquisition.
Additionally, pursuant to the terms of the Agreement, for three years after the closing of the Acquisition, the Company Shareholders have an opportunity to earn an additional aggregate amount of up to $60,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Agreement, payable in Common Stock (the “Earn-Out Payments”).
The shares of Common Stock issued pursuant to the Acquisition, including the Earn-Out Payments, are to be registered for resale pursuant to a registration rights agreement to be entered into at closing of the Acquisition.
Each of the Company, Omnisys, and the Company Shareholders has provided customary representations, warranties and covenants in the Agreement. The completion of the Acquisition is subject to various closing conditions, including (a) the requisite shareholder consent of Omnisys being obtained, (b) the requisite governmental approvals, consents and/or waivers, if any, being obtained, (c) the absence of any applicable order issued preventing the consummation of the Acquisition shall be in effect, and no action shall have been taken by any Governmental Entity (as defined in the Agreement) seeking any of the foregoing, and no applicable law or order shall have been enacted, entered, enforced or deemed applicable that makes the consummation of the Acquisition illegal, (d) the absence of any threatened, instituted or pending lawsuit, litigation, claims, investigations or other proceedings by any third party which purports to prevent or limit the consummation of the Acquisition, (e) the absence of any Material Adverse Effect (as defined in the Agreement) with respect to Omnisys or its subsidiaries, and (f) all Key Employees (as defined in the Agreement) and no fewer than 90% of the employees and Contingent Workers (as defined in the Agreement) of Omnisys and its subsidiaries shall have continued to be engaged by Omnisys or the applicable subsidiary as of immediately following closing of the Acquisition.
The Agreement contains customary termination rights for both the Company and Omnisys, including, but not limited to, (i) the mutual written consent duly authorized by the Company and Omnisys, (ii) the written notice by the Company or Omnisys if the closing of the Acquisition has not occurred on or before June 16, 2026 (the “Termination Date”), provided that, this right to terminate shall not be available to any party whose material breach of any covenant, agreement or obligation under the Agreement shall have been the principal cause of, or shall have directly resulted in, the failure of the closing of the Acquisition to occur on or before the Termination Date, or (iii) the written notice by the Company or Omnisys if any order of a Governmental Entity of competent authority preventing the Acquisition shall have become final and non-appealable.
The Acquisition 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 S thereunder, for sales to non-U.S. investors outside of the United States.
Item 7.01. Regulation FD Disclosure.
On May 18, 2026, the Company issued an investor 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.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events
On May 18, 2026, the Company issued a press release announcing it has entered into the Agreement. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1* | Share Purchase Agreement, dated May 16, 2026, by and among the Company, Omnisys Ltd., shareholders listed on Exhibit A thereto, and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties. | |
| 99.1 | Fact Sheet, dated May 18, 2026. | |
| 99.2 | Press Release, dated May 18, 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: May 18, 2026 | ONDAS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
NASDAQ: ONDS www.ondas.com | www.omnisys.co.il ABOUT OMNISYS Omnisys is a leading global provider of combat - proven optimization software for multi - mission and multi - domain defense planning and real - time decision - making. The company has maintained a long - standing track record of profitable operations without reliance on external capital. At the core of Omnisys' offering is the Battle Resource Optimization (BRO) platform — a modular, scalable, and vendor - agnostic software suite that integrates data from multiple sensors, platforms, and C2 systems, applying advanced AI and operations research to generate optimized courses of action in real time. BRO supports the full operational cycle: pre - mission planning, in - mission dynamic adaptation, and post - mission debriefing. TRANSACTION INSIGHTS Expands Ondas into AI - enabled battlefield software based on one of the most combat proven technology Adds a proven, revenue generating AI software platform to the Ondas technologies Establishes BRO as a central mission optimization layer across all Ondas systems Transitions Ondas to a full systems of systems orchestrator, and will integrate to US defense system Omnisys has maintained a long history of profitable operations without reliance on external capital ONDAS TO ACQUIRE OMNISYS Adding AI - Powered Mission and Battlefield Management & Optimization Capabilities Ondas Inc. (NASDAQ: ONDS) has entered into a definitive agreement to acquire 100% of Omnisys Ltd., an Israeli developer of AI - powered Battle Resource Optimization (BRO) software for multi - mission and multi - domain defense planning and real - time operational decision - making. Omnisys brings combat - proven performance and a global customer base spanning NATO and allied defense organizations. The acquisition will establish BRO as a mission optimization and orchestration layer spanning Ondas’ multi - domain platforms and the broader defense ecosystem, integrating sensors, autonomous systems, and command infrastructure into a unified operational framework. BRO is complementary to SkyWeaver, Ondas’ mission autonomy software platform, by enabling AI - driven battlefield coordination and real - time resource optimization across complex operations
NASDAQ: ONDS INTEGRATION WITHIN ONDAS AUTONOMOUS SYSTEMS Omnisys BRO is expected to operate as the intelligent command layer across Ondas's systems of systems architecture, enabling closed - loop sense - decide - act operations spanning ISR, strike, electronic warfare, and air defense missions. Forward - Looking Statements Statements made in this fact sheet 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. 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 in our most recent Annual Report on Form 10 - K 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. www.ondas.com | www.omnisys.co.il BRO CORE TECHNOLOGY PLATFORM The Battle Resource Optimization (BRO) platform is Omnisys' proprietary AI - driven software suite for multi - domain, multi - mission defense planning and execution. BRO operates as an intelligent orchestration layer above existing C2 systems, integrating data from sensors, platforms, and command systems into a unified operational picture — then applying AI and operations research to generate optimized courses of action in real time. Pre - Mission: Optimal force build - up, asset positioning, and CONOPS planning In - Mission: Real - time recommendations and dynamic resource reallocation Post - Mission: Automated debriefing, analysis, and lessons - learned reporting Vendor - Agnostic: Integrates with any US defense systems Multi - Domain: Space · Air · Sea · Land · Spectrum — all within a single platform BRO MISSION APPLICATIONS Optimizes multi - layer Ground - Based Air Defense (GBAD) and Counter - UAS operations. Supports multi domain sensors, GBAD Multi Tier defense effectors and fighter aircraft in coordinated real - time engagements. Deployed operationally at dense battle field operations. Scales from single - battery tactical deployment to national - level multi - layer defense. BRO - AD Air Defense & C - UAS Provides real - time spectrum management (NAVWAR), ELINT mission planning, and intelligence - gathering optimization. Enables multi - sensor fusion for full situational awareness across complex electromagnetic environments. Supports planning, execution, and debriefing of EW and intelligence missions at tactical and operational levels. BRO - EW / BRO - IG Electronic Warfare & ISR Optimizes radar and sensor placement for air surveillance and border protection missions. AI - driven threat detection, resource allocation, and loitering munition coordination across national borders and critical infrastructure. Deployable on ruggedized field hardware for tactical operations. BRO - AS / BRO - Border Air Surveillance & Border Security
Exhibit 99.2
Ondas to Acquire Omnisys, Adding Battle-Proven Battlefield Orchestration Software Across Autonomous Defense Systems
With 25 Years of Operational Deployment, Omnisys Supports Complex Multi-Domain Defense Missions Across Multiple Operational Architectures
Combat-Proven Battlefield Optimization Software Capabilities Will Accelerate Ondas’ Transition to a Software-Defined Autonomous Defense Orchestrator
Adds High-Margin Mission Software and Expands Global Defense Opportunities
WEST PALM BEACH, FL / May 18, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of advanced autonomous systems and next-generation defense and security technologies, today announced it has entered into a definitive agreement to acquire 100% of Omnisys Ltd., an Israeli developer of AI-powered Battle Resource Optimization (BRO) software for multi-domain defense planning and real-time decision-making. The acquisition marks a major strategic milestone in Ondas’ evolution into a software-defined defense technology company. Omnisys’ BRO platform is expected to serve as a core orchestration layer across Ondas’ growing autonomous systems portfolio, enabling mission planning, operational coordination, and real-time battlefield resource optimization across sensors, autonomous systems, and defense assets operating within complex mission environments.
Modern warfare is increasingly defined by high-volume, multi-domain threats occurring at machine speed across air, ground, electronic warfare, and cyber environments. Human operators alone can no longer effectively coordinate the growing number of sensors, effectors, and autonomous systems operating simultaneously across contested battlespaces. For more than 25 years, Omnisys’ BRO platform has addressed this challenge within some of the world’s most advanced operational defense architectures, continuously optimizing battlefield resources and supporting real-time decision-making across layered, multi-mission operational environments. BRO enables dynamic resource allocation, mission prioritization, and coordinated system responses designed to maximize operational effectiveness, asset utilization, and mission success under high-intensity combat conditions.
“Omnisys and its BRO platform will represent a major advancement of Ondas’ customer-focused systems-of-systems roadmap for autonomous defense and security solutions,” said Eric Brock, Chairman and CEO of Ondas. “BRO is a proven, battle-tested software platform that delivers meaningful operational value by improving planning, battlefield resource optimization, and real-time mission execution across complex multi-domain environments. Its vendor-agnostic architecture and interoperability across broader defense ecosystems will strengthen our ability to integrate into existing customer infrastructures and support the delivery of scalable, mission-ready solutions for global defense markets.”
Omnisys’ BRO platform serves as a modular, vendor-agnostic AI software suite that integrates data from sensors, command-and-control systems, autonomous platforms, and operational assets into a unified operational picture. Using advanced AI algorithms and operations research methodologies, BRO generates optimized courses of action in real time across the full mission lifecycle — from pre-mission planning to in-mission adaptation and post-mission analysis. The platform has been combat-proven at scale, including deployment in complex multi-layer air defense operations, where it improved the effectiveness of layered defense systems while maximizing utilization of constrained battlefield resources through real-time optimization across multiple systems simultaneously.
“At Ondas Autonomous Systems, our mission is to deliver integrated, combat-proven technologies that operate as a unified force in the field,” said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “With the addition of Omnisys and its BRO platform, we believe we are adding one of the most advanced and operationally validated AI decision and battlefield orchestration engines into our architecture. This enables true closed-loop operations, connecting sensors, platforms, and effectors into a single intelligent operational framework capable of detecting, deciding, orchestrating, and acting in real time across complex and dynamic battle environments.”
“I am incredibly proud of what Omnisys has built over the years — a mission-driven company with exceptional people, a strong culture, and a deep commitment to contributing to the security of the State of Israel,” said Ofer Yarden, CEO of Omnisys. “That mission led to the development of BRO, a unique, battle-proven capability that helps defense organizations optimize resources, accelerate operational decision-making, and execute complex missions in real time. We are excited to join Ondas and leverage its global reach and resources to expand the adoption of BRO across international defense markets.”
The acquisition directly supports Ondas’ broader growth strategy and builds on recent momentum across its autonomous systems portfolio, including expanding deployments of ISR platforms, counter-UAS systems, and integrated defense solutions worldwide. By adding a high-margin, software-driven business with a 25-year track record of operational deployment and profitability, Ondas will strengthen both its financial profile and its ability to deliver larger, higher-value software-enabled defense programs.
The integration of BRO technology into Ondas’ architecture will establish a unified “sense-decide-orchestrate-act” operational framework spanning ISR, strike, electronic warfare, counter-UAS, and air defense missions. BRO operates as a complementary battlefield orchestration and optimization layer alongside Ondas’ AI and mission autonomy platform, SkyWeaver, enhancing mission planning, coordination, and real-time resource optimization across complex operational environments. The platform’s vendor-agnostic design enables scalable orchestration of autonomous aerial and ground systems across tactical, operational, and national defense environments while accelerating deployment timelines for advanced multi-domain defense solutions.
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Strategically, the acquisition will expand Ondas’ position within the global defense ecosystem and strengthen its relationships with leading defense integrators and customers. Omnisys has established a strong market position through long-term deployment within some of the world’s most advanced customers and operational environments, and broad integration across existing defense infrastructures. Through Ondas’ growing international footprint, Ondas believes it is well positioned to expand into additional U.S. and allied defense markets while accelerating its transition toward fully integrated, intelligent, software-defined defense systems-of-systems.
For additional information regarding the terms of the definitive agreement, please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.
About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems, robotics, and mission-critical technologies for defense, homeland security, public safety, critical infrastructure, and industrial markets. The Company develops and deploys integrated unmanned and autonomous platforms across air, ground, and stratospheric environments, including autonomous drone systems, counter-UAS technologies, robotic ground systems, advanced unmanned aircraft and propulsion solutions, demining and engineering systems, and integrated sensing and communications technologies designed to support intelligence, surveillance, reconnaissance, security, and operational missions in complex environments. Ondas’ solutions are deployed globally by government, defense, and commercial customers to protect infrastructure, borders, transportation networks, personnel, and strategic assets.
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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