Ondas (NASDAQ: ONDS) lifts 2026 outlook after $875M DZYNE acquisition
Rhea-AI Filing Summary
Ondas Inc. completed the acquisition of DZYNE Technologies via its purchase of High Point UAS for total consideration of about $875 million, including $200 million in cash and roughly 85 million Ondas shares. More than half of the equity portion, including 44,999,998 locked-up shares, is subject to a six‑month lock-up with potential extension tied to a $20.00 average share-price test.
DZYNE is expected to generate $191 million of revenue in 2026 and more than $300 million in 2027, supporting an anticipated revenue CAGR above 80% from 2025–2028 and EBITDA margins rising from positive in 2026 to the mid‑20% range by 2028. Ondas raised its 2026 revenue target to at least $525 million, up from a prior goal of at least $390 million, driven by the additions of DZYNE and Omnisys.
Positive
- Ondas raised its 2026 revenue target from at least $390 million to at least $525 million after adding DZYNE and Omnisys, signaling a materially larger expected revenue base.
- DZYNE is projected to generate $191 million of revenue in 2026 and more than $300 million in 2027, with EBITDA margins improving toward the mid‑20% range by 2028.
- The transaction adds a $1.5 billion three‑year pipeline and $111 million backlog as of June 30, 2026, expanding Ondas’ visibility into future defense opportunities.
Negative
- Ondas is issuing approximately 85 million new shares as part of the $875 million DZYNE consideration, representing meaningful dilution to existing stockholders.
- Despite lock‑ups and daily trading limits, resale registration rights for 84,999,996 acquired shares introduce potential future selling pressure once restrictions expire.
Insights
Large defense acquisition reshapes Ondas’ scale and product mix.
Ondas is paying about $875 million for DZYNE via $200 million cash and equity valued near $675 million. In return, it gains long-endurance ISR aircraft, counter‑UAS systems and kinetic interceptors, anchoring a broader autonomous defense platform under the new Ondas Sentinel division.
DZYNE brings a disclosed three‑year pipeline of $1.5 billion and $111 million backlog as of June 30, 2026. These figures, plus strong domain fit with existing aerial security assets, support Ondas’ push into larger, multi‑domain defense programs, though execution will depend on converting pipeline into funded contracts.
The stock-heavy structure leaves DZYNE owners with about 13.8% of Ondas and embeds six‑month lock‑ups and daily trading volume caps. Those terms moderate immediate selling pressure but still introduce future overhang once lock‑ups roll off and resale registration becomes effective.
Acquisition drives a sharp revenue target increase for 2026.
DZYNE is projected to deliver $191 million revenue in 2026 and over $300 million in 2027 with EBITDA margins moving from positive in 2026 to mid‑teens in 2027 and mid‑20% range by 2028. These are ambitious growth and profitability expectations for a defense platform.
Ondas lifted its 2026 revenue target from at least $390 million to at least $525 million, explicitly attributing the higher outlook to DZYNE and the Omnisys acquisition. If achieved, this materially increases the company’s near‑term scale, but integration, program timing and defense budget dynamics remain key variables.
The consideration includes approximately 85 million new shares, with 45 million under six‑month lock‑up. That level of equity issuance implies notable dilution relative to pre‑deal equity, even though DZYNE shareholders’ stake is described as about 13.8% of outstanding shares after closing.
8-K Event Classification
Key Figures
Key Terms
Unit Purchase Agreement financial
Registration Rights and Lock-Up Agreement financial
Rule 506 of Regulation D regulatory
Daily VWAPs financial
EBITDA margin financial
Daily Trading Volume financial
FAQ
What did Ondas Inc. (ONDS) acquire in the July 2026 transaction?
How much is Ondas Inc. (ONDS) paying for DZYNE Technologies?
How will the DZYNE acquisition affect Ondas Inc. (ONDS) revenue outlook?
What are DZYNE’s projected financials under Ondas Inc. (ONDS)?
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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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
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 July 2, 2026, Ondas Inc. (the “Company”) entered into a Unit Purchase Agreement (the “Agreement”), by and among the Company, High Point UAS, LLC, a Delaware limited liability company (“High Point”), Highlander Partners Defense, LLC, a Delaware limited liability company (“Highlander”), DZYNE Management Holdings, LLC, a Delaware limited liability company (“DZYNE Management”), High Flight Corporation, a Delaware corporation (“High Flight,” and collectively with Highlander and DZYNE Management, the “Sellers”), and Highlander Partners Defense, LLC, in its capacity as the Sellers Representative (as defined in the Agreement).
Pursuant to the Agreement, on July 2, 2026 (the “Closing Date”), the Company acquired 100% of the issued and outstanding membership interests of High Point (the “Acquisition”), for an aggregate purchase price of (i) approximately $200 million in cash, including $12,000,000 deposited into an escrow account to serve as collateral for indemnification and payment obligations of the Sellers, (ii) 39,999,998 shares of Company common stock (“Common Stock”), par value $0.0001 per share (the “Immediate Shares”), which were delivered to the Sellers on the Closing Date, and (iii) an additional 44,999,998 shares of Common Stock, which are to be delivered to the Sellers on January 4, 2027 (the “Locked-Up Shares”). The Agreement contains customary purchase price adjustments. The Agreement also contains customary representations and warranties, covenants, and indemnities that are subject, in some cases, to specified exceptions, qualifications, limitations and thresholds.
Also, on July 2, 2026, the Company entered into a Registration Rights and Lock-Up Agreement, by and among the Company and the Sellers (the “Registration Rights and Lock-Up Agreement”). Pursuant to the Registration Rights and Lock-Up Agreement, the Locked-Up Shares are subject to restrictions on transfer for a period of six (6) months following the Closing Date (the “Initial Lock-Up Period”), during which time the Locked-Up Shares may not be transferred without the Company’s written consent, other than transfers to certain permitted transferees as set forth in the Registration Rights and Lock-Up Agreement. Further, if the average of the thirty (30) Daily VWAPs (as defined in the Registration Rights and Lock-Up Agreement) per share of Common Stock occurring on the thirty (30) consecutive trading day period immediately preceding January 2, 2027 exceeds $20.00 per share (subject to adjustment for any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction), the Initial Lock-Up Period for fifty percent (50%) of the Locked-Up Shares shall be extended for an additional six (6) months.
Pursuant to the Registration Rights and Lock-Up Agreement, the Company agreed to file with the Securities and Exchange Commission prospectus supplements pursuant to Rule 424(b)(7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by the Sellers of such issued Immediate Shares and Locked-Up Shares, as applicable, subject to lock-up restrictions described above and the trading limitation described below.
Pursuant to the Registration Rights and Lock-Up Agreement, each Seller shall be subject to daily trading volume limitations, whereby a Seller may not sell, in the aggregate, any shares of Common Stock issued to such Seller pursuant to the Agreement on any Trading Market (as defined in the Registration Rights and Lock-Up Agreement) in any single Scheduled Trading Day (as defined in the Registration Rights and Lock-Up Agreement) to the extent such sales would exceed such Seller’s Incremental Pro Rata Portion (as defined in the Agreement) of ten percent (10%) of the Daily Trading Volume (as defined in the Registration Rights and Lock-Up Agreement) of the Common Stock with respect to such Scheduled Trading Day, provided that, if any Seller is an affiliate of another Seller, such affiliated Sellers may aggregate their respective Incremental Pro Rata Portions, such that the aggregate sales by such affiliated Sellers on a given Scheduled Trading Day may not exceed the aggregate of such Incremental Pro Rata Portions.
The foregoing description of the Acquisition, the Agreement, and the Registration Rights and Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement and the Registration Rights and Lock-Up Agreement, copies of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by reference.
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 Immediate Shares is attached as Exhibit 5.1 hereto.
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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 issuances of the Immediate Shares and the Locked-Up Shares in Item 2.01 are exempt from the registration requirements of the Securities Act in accordance with Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.
Item 7.01. Regulation FD Disclosure.
On July 6, 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.
Also on July 6, 2026, the Company released an updated investor presentation. The Company expects to use this updated presentation, either in whole or in part, in connection with presentations to investors, analysts and others. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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 July 6, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is filed as Exhibit 99.3 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(b) Pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits. The following exhibits are being filed or furnished with this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 2.1* | Unit Purchase Agreement, dated July 2, 2026, by and among the Company, High Point UAS, LLC, Highlander Partners Defense, LLC, DZYNE Management Holdings, LLC, High Flight Corporation, and Highlander Partners Defense, LLC, in its capacity as the Sellers Representative. | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. (Nevada Counsel) | |
| 10.1 | Registration Rights and Lock-Up Agreement, dated July 2, 2026, by and among the Company and the Sellers. | |
| 23.1 | Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1). | |
| 99.1 | Fact Sheet, dated July 6, 2026. | |
| 99.2 | Presentation, dated July 6, 2026. | |
| 99.3 | Press Release, dated July 6, 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: July 6, 2026 | ONDAS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
NASDAQ: ONDS ONDAS ACQUIRES DZYNE TECHNOLOGIES Establishing the Leading Autonomous Defense Platform Spanning Persistent Intelligence, Aerial Security and Autonomous Effects Ondas Inc. (NASDAQ: ONDS) has acquired DZYNE Technologies, LLC, a U.S.-based defense technology company recognized for long-endurance autonomous aircraft, counter-drone systems, autonomous effects and mission-critical defense technologies. The consideration included a mixture of cash and stock designed to align DZYNE investors with Ondas stockholders. Greater than 50% of the stock consideration is subject to a six-month lock-up. The acquisition expands Ondas across persistent intelligence, aerial security, mission intelligence and autonomous effects, bringing together complementary technologies in multi-domain ISR, counter-UAS, precision strike and AI-enabled mission orchestration. Serves as the organizational foundation along with World View for Ondas Sentinel a dedicated U.S. defense division. Expands Ondas into a broader autonomous defense platform spanning ISR, mission intelligence, aerial security and autonomous effects. Adds strategic franchises in long-endurance ISR, counter-UAS and autonomous effects aligned with current defense modernization priorities. Creates deeper customer engagement opportunities across U.S. and allied defense markets. Strengthens Ondas' ability to support larger programs through a more integrated, multi-domain mission architecture and a more diverse manufacturing base. TRANSACTION INSIGHTS Revenue forecast: $191 million in 2026, growing to >$300 million in 2027 > 80% expected growth CAGR 2025-2028 $1.5 billion 3Y pipeline, $111 million in backlog (6/30/26) EBITDA margin + in 2026, growing to mid-teens in 2027 and mid 20% range by 2028 FINANCIAL PROFILE www.ondas.com | www.dzyne.com
NASDAQ: ONDS DZYNE is an operationally mature U.S. defense technology business with established relationships across the U.S. defense community and allied customer base. Its platforms are built for demanding operational environments where endurance, reliability, rapid deployment and adaptability are critical. ABOUT DZYNE CORE CAPABILITY AREAS 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.dzyne.com ULTRA and LEAP expand Ondas' multi-layer ISR architecture across operational theater missions requiring endurance, persistence and communications relay. Persistent Intelligence Dronebuster complements Sentrycs and Iron Drone, extending Ondas across the counter-UAS mission chain. IonStrike presents an outsized opportunity in the kinetic interceptor market. C-UAS/Aerial Security BLITZ, Grasshopper & Crusader are attritable, low-cost autonomous systems enabling swarm operations, affordable mass and scalable deployment. Autonomous Effects INTEGRATION WITHIN ONDAS DZYNE is expected to operate as a core element of Ondas' expanding autonomous defense architecture, adding new markets such as long-endurance ISR, and boosting the opportunity in others such as aerial security and autonomous effects. Together with World View, DZYNE will operate within Ondas Sentinel, a newly created division intended to strengthen Ondas' U.S. defense offering. TRUSTED WORLDWIDE U.S. AIR FORCE U.S. ARMY U.S. NAVY USSOCOM HOMELAND SECURITY NGA NASA AFRL DARPA AUSTRALIAN DEFENCE FORCES JAPAN SELF- DEFENSE FORCES ROYAL THAI ARMY
Exhibit 99.2
ONDAS ANNOUNCES ACQUISITION OF DZYNE TECHNOLOGIES Esta blishing t he L eading Aut on om ous De fe nse, Se cur it y a nd In tellig ence Pla tfo r m NASDAQ: ONDS Copyright 2026. All rights reserved. July 6, 2026
NASDAQ: ONDS 2 Forward-Looking Statements This presentation may contain "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Ondas Inc. ("Ondas" or the "Company") cautions readers that forward-looking statements are predictions based on its 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. The Company's 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" in the Company's most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission ("SEC"), in the Company's Quarterly Reports on Form 10-Q filed with the SEC, and in the Company's other filings with the SEC. The Company undertakes 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. This presentation also contains estimates and other information concerning our industry that are based on industry publications, surveys and forecasts. This information involves a number of assumptions and limitations, and we have not independently verified the accuracy or completeness of the information. Information in this is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Non-GAAP Financial Measures We believe that earnings before interest, taxes, depreciation and amortization ("EBITDA") and EBITDA margin, the non-GAAP financial measures contained in this presentation, facilitate analysis of ongoing business operations because it excludes items that may not be reflective of, or are unrelated to, core operating performance, and may assist investors with comparisons to prior periods and assessing trends in underlying businesses. Other companies may calculate these non-GAAP financial measures differently, and therefore these measures may not be comparable to similarly titled measures used by other companies. EBITDA and EBITDA margin should only be used as supplemental measures of operating performance. We believe that EBITDA and EBITDA margin improve comparability from period to period by removing the impact of capital structure (interest and financing expenses), asset base (depreciation and amortization), tax impacts and other adjustments, which management has determined are not reflective of core operating activities and thereby assist investors with assessing trends in underlying businesses. Management uses EBITDA and EBITDA margin in making financial, operating and planning decisions and evaluating ongoing performance. With respect to the financial targets of EBITDA and EBITDA margin contained in this presentation a reconciliation of these non-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the variability and complexity of the reconciling items described above that are excluded from these non-GAAP target measures. The variability of these items may have a significant impact on future GAAP financial results and, as a result, we are unable to prepare the forward-looking statement of income prepared in accordance with GAAP, that would be required to produce such a reconciliation. Disclaimers
NASDAQ: ONDS 3 Creating the Category Leader in Autonomous Defense • Four mission domains, one integrated platform • Detect, decide and defeat — across air, ground and near space • Affordable autonomous mass for allied forces, at production scale NASDAQ: ONDS | Investor Presentation
NASDAQ: ONDS 4 Today's Speakers Eric Brock Founder, Chairman & CEO, Ondas Entrepreneur and investor with 30+ years experience. Driving the vision and strategic direction for our global growth program. Matt McCue Founder & CEO, DZYNE 20+ years experience as chief engineer in the aerospace industry. Founder and CEO of DZYNE Technologies, leading autonomous defense innovation across long-endurance UAS/ISR, counter-UAS, solutions for U.S. and allied customers. Ryan Hartman President & CEO, World View Aerospace and defense executive with 25+ years experience. Multi-domain ISR across high-altitude platforms, UAVs, and AI analytics, with executive roles at Boeing Insitu and Raytheon. Veteran of the U.S. Air Force and U.S. Navy.
NASDAQ: ONDS 5 Transaction Overview Key terms of the acquisition of DZYNE Technologies by Ondas Transaction Value Total consideration $875 million Structure $200 million Cash // $675 million Equity Ownership • DZYNE shareholders receive 85 million shares • DZYNE equity owners led by Highlander Partners will own approximately 13.8% • > 50% of Equity consideration subject to six-month lockup Financial Profile DZYNE: > $300M 2027F rev | 80%+ revenue CAGR (2025-28) | Mid-Teens EBITDA % in 2027, rising to mid 20% range by 2028 Timing & Conditions Transaction signed and closed on July 2, 2026 Note: EBITDA is a non-GAAP figure
NASDAQ: ONDS 6 Creating the Category Leader in Autonomous Defense Combines persistent ISR, aerial security and counter-UAS, autonomous effects and AI-enabled mission intelligence into one of the industry's broadest independent autonomous defense platforms. Strengthens our U.S. Defense Platform Establishes Ondas Sentinel, combining DZYNE and World View into a scalable U.S. operating platform with engineering, manufacturing, deployment and sustainment capabilities. Adds Mission-Proven Technology & Talent Adds mission-ready systems, 119 engineers and vertically integrated design, engineering and manufacturing capabilities that accelerate innovation and execution. Expands Customer Access & Programs Adds established relationships across the U.S. Department of War, Combatant Commands, DARPA, AFRL, allied defense organizations and leading defense primes. Addresses the Fastest-Growing Defense Markets Expands Ondas into long-endurance ISR, Group 4/5 UAS, counter- UAS, autonomous effects and affordable-mass programs, significantly increasing our addressable global market opportunity. Accelerates Financial Model 6 Adds significant revenue, attractive gross margins and positive EBITDA while increasing operating leverage and accelerating Ondas' path to scaled profitability.
NASDAQ: ONDS 7 VIDEO
NASDAQ: ONDS 8 Victory increasingly belongs to the side that can deploy autonomous systems at scale The Defense Market Has Changed The last five years rewrote modern warfare — and reset the economics of who wins This is exactly where Ondas is positioned — ONDAS + DZYNE unlocks the next chapter of scalable growth. 8 MOVING FROM THE BATTLEFIELD Exquisite platforms · Small quantities · Long procurement cycles THE UNMANNED INDUSTRY Development-stage innovation · Subscale point solutions · Fragile project economics MOVING TOWARD THE BATTLEFIELD Autonomous systems · Affordable mass · Rapid fielding & deployment THE UNMANNED INDUSTRY Industrialized production · Operating scale · Durable financial models OUTCOMES Multi-Domain Autonomy Software-Defined Warfare Drone vs. Counter-Drone Persistent Awareness Contested Airspace Attritable Mass
NASDAQ: ONDS 9 The Time is Now Five forces make this the moment to build the next great autonomous defense platform 01 Demand inflection Eastern Europe/Ukraine, the Middle East and PACOM have proven that autonomy and affordable mass now decide outcomes. 02 Budgets are shifting Defense spending is shifting toward autonomy, AI and mass-deployable systems — directly aligned with our portfolio. 03 Deepens Portfolio Ondas and DZYNE address adjacent missions, across operational domains and through significant product synergy. 04 Scale unlocks the global platform Combined customer access, manufacturing, product development and field support resources let us field multi-domain solutions neither could alone. 05 First-mover window The pure-play autonomous-defense category is forming now — scale and breadth across platforms and operations will define leadership.
NASDAQ: ONDS 10 REVENUE MIX BY MISSION AREA (2026F) UAS — 42% Counter-UAS — 45% Launched Effects — 13% $191M 2026F Revenue >$300M 2027F Revenue 80%+ Revenue CAGR (2025 – 2028) >$1.5B 3-year Pipeline as of June 30, 2026 ~ $500M CUMULATIVE R&D SINCE INCEPTION 50,000+ OPERATIONAL FLIGHT HOURS Long-Endurance ISR-T (UAS) Group 4/5 ULTRA — 3+ days endurance, 50,000+ flight hours, complementary to MQ-9 combat air patrols; plus, GPS-hardened LEAP. Counter-UAS (C-UAS) IonStrike, a US Air Force-sponsored Shahed-class defeat system; Dronebuster (2,500+ fielded, only U.S.-made with GNSS spoofing) handheld; plus Sawtooth fixed-site 360° defeat. Launched Effects BLITZ, Grasshopper & Crusader are attritable, low cost autonomous systems enabling swarm operations, affordable mass and scalable deployment DZYNE: Next-Generation Autonomous Defense Prime High performance, cost-disruptive, battle-ready autonomous systems for U.S. and allied defense forces Founded 2012 · Irvine, CA · 377 employees · (119 engineers) · 6 US locations 10
NASDAQ: ONDS 11 TRUSTED BY • ULTRA is transitioning to a new program of record • Systems Deployed Globally with all US Combatant Commands: USNORTHCOM, USCENTCOM, USAFRICOM, USPACOM, USEUCOM, and USSOCOM • Deployed under GOCO ISR services models • Multiple fielded products in operation today • Cleared Facilities and Personnel with active security clearances • Up to 8 ULTRAs will be delivered in 2026, and up to 20 in 2027 • On track to deliver more than 750 IonStrike systems in 2026 An Established Defense Franchise PROOF POINTS • U.S.-based manufacturing and supply chain • Manufacturing & R&D Centers in Irvine, CA; Portland, OR, and Boise, ID • 145,000 sq ft of manufacturing footprint • Customer training; global field support operations BUSINESS & OPERATIONAL DATA U.S. AIR FORCE U.S. ARMY USSOCOM HOMELAND SECURITY NGA NASA AFRL JAPAN SELF-DEFENSE FORCES DARPA ROYAL THAI ARMY AUSTRALIAN DEFENCE FORCES U.S. NAVY
NASDAQ: ONDS 12 DZYNE U.S. Footprint DZYNE adds 145,000 sq ft of U.S.-based manufacturing capacity for an Ondas U.S. total of 330,250 sq ft 12 DZYNE Parker HQ 34 Parker Irvine, CA 92651 124,000 sq ft of manufacturing space DZYNE Fairfax 8280 Willow Oaks Corporate Dr. Ste 200 Fairfax, VA 22031 DZYNE Boise 12400 W Overland Road Suite 100 Boise, ID 83709 1,250 sq ft of manufacturing space DZYNE Portland 1330 NW 14th Ave Portland, OR 97209 20,000 sq ft of manufacturing space Dzyne also operates field offices in Ohio and Nevada
NASDAQ: ONDS 13 Advancing Ondas' Multi-Domain Intelligence Strategy 13 STRATOSPHERE SURFACE | LAND AIR SPACE Unmanned Ground Vehicles (UGVs) NASDAQ: ONDS 13 MISSION LAYER SkyWeaver OPERATIONS LAYER Warp Speed INTEGRATED MULTI-DOMAIN ISR shares common Tasking, Collecting, Processing, Exploitation, and Dissemination (TCPED) tools on a cohesive, singular platform KEY 2026 MULTI-DOMAIN ISR ACTIVITIES • Bird Aerosystems (Mar 2026) • Palantir (Partnership) (Mar 2026) • Rotron Aerospace (Mar 2026) • World View (Apr 2026) • Mistral (Apr 2026) • Omnisys (May 2026) 2026 acquisitions and partnerships have been accretive to the multi-domain strategy, creating coverage across land, air and stratospheric domains STRATOLLITES® Multi-Rotor UAVs
NASDAQ: ONDS 14 10.3 14.7 6.6 20.3 3.9 9.5 $0 $10 $20 $30 $40 $50 2025 2030 UAS / ISR Counter-UAS Launched Effects MARKET TRENDS BY SEGMENT GLOBAL TAM BY SEGMENT — $B Large, Growing TAM Surging demand across Launched Effects, Counter-UAS, and long-endurance UAS / ISR $20.8B 2025 ADDRESSAB LE MARKET ~16.4% TAM CAGR 2025-2030 >$44B MARKE T SI ZE BY 2030 Source: Mordor Intelligence (UAS / ISR); MarketsandMarkets (Counter-UAS); Oliver Wyman analysis. Launched Effects • Rapid adoption — strike, EW, swarming • $15B+ DoW low-cost weapons push 19.5% CAGR Counter-UAS • Spend migrating from detection, to low-cost autonomous defeat • Funding scaling across DoW, DHS and Commercial markets 25.2% CAGR UAS/ISR • Persistent long-endurance ISR-T, contested airspace • Elevated COCOM demand; leaner footprint 7.4% CAGR
NASDAQ: ONDS 15 DZYNE is the transformational step that completes the platform. 15 Positioned At The Center of Defense Modernization. Ondas is building a multi-domain autonomous defense platform — with leadership positions across four of the fastest-growing categories in defense. Aerial Security Counter-UAS Detect, identify and defeat across the full counter-drone kill chain. Autonomous Ground Systems Ground robotics & logistics Uncrewed ground vehicles and contested-logistics platforms. ISR & Persistent Intelligence Multi-layer surveillance From the stratosphere to the tactical edge — persistent, autonomous sensing. Precision Strike Launched effects Affordable, autonomous effects aligned with Replicator and affordable mass.
NASDAQ: ONDS 16 Franchise #1: Long-Endurance ISR-T Persistent, autonomous intelligence from Group 4+ uncrewed aircraft. ULTRA Cost-Effective, Long Endurance Group 4/5 UAS for Multi-Mission Operations • 3+ days endurance • 25,000+ ft altitude • 450 lbs. payload capacity • Defense, Homeland, Civil, Commercial use cases LEAP Cost-effective, Long Endurance Group 4 ISR UAS with a smaller footprint than conventional systems. • 1+ days endurance • 17,000 ft altitude • 370 lbs. payload capacity • Intuitive "point-and-click" control system Complements Ondas' stratospheric and tactical ISR layers and SkyWeaver-enabled Mission Autonomy WHY IT MATTERS • Attritable persistent ISR is seeing surging demand across every modern conflict • Multi-day endurance reduces sortie count, cost and risk to crews • Modular payloads support EO/IR, Targeting, Radar, SIGINT and communications relay • Directly aligned with affordable persistent surveillance gaps • Lower acquisition and operational costs • Both ULTRA and LEAP are operational platforms with inflection point demand profiles 16
NASDAQ: ONDS 17 Franchise #2: Counter-Drone (C-UAS) Fielded systems that detect, identify and defeat hostile drones — today. DZYNE's defeat layer + Ondas' detection and mitigation = a complete aerial-security kill chain across threat vectors. KINETIC IonStrike C-UAS Interceptor For Group 3+ Threats WHY IT MATTERS • The drone threat is the defining force- protection problem of the decade • Combat-proven, fielded today — not a future concept • Trusted by U.S. forces and allied militaries • Spans handheld to fixed-site — the full defeat layer • Pairs with Ondas detection to close end-to- end kill chain OPEN C2 SOFTWARE DefenseOS® Open-source Plug-and-Play C-UAS Operating System NON-KINETIC Dronebuster® DTIM Kit Wearable, Handheld, Counter-sUAS Kit VEHICLE Dronebuster® Vehicle Kit Mobile & Stationary Counter-sUAS Kits FIXED SITE Sawtooth Modular C-UAS, Critical Infrastructure Defense Two near-term product releases planned highlighting long-range electronic attack and LIDAR detection. 17
NASDAQ: ONDS 18 Franchise #3: Precision Strike and Autonomous Effects Low-cost, attritable, autonomous effects — the heart of "affordable mass". Grasshopper Autonomous, Expendable Glider Delivering Up To 500 Lbs. of Vital Cargo with Precision Into Contested or Denied Environments • Autonomous delivery • Expendable design • 500 lbs. payload capacity • Precision drop accuracy • Multi-platform deployable • Low-cost, mission-ready • Provides Stand-Off Capability Blitz Low-cost, fully autonomous expendable Group 1 UAS platform delivering up to 150 km range and true multi-mission capability. • Autonomous delivery • Expendable design; swappable modules • Multi-aircraft swarm effects • Hand, rail, or container launch • Low-cost, mission-ready • Open payload architecture • Foldable, packable form factor WHY IT MATTERS • Amongst the fastest-growing segments of defense budgets • Attritable, low-cost design enables use at scale • Air, ground and sea-launched flexibility Directly aligned with DoW's DAWG and affordable mass initiatives
NASDAQ: ONDS 19 Scaling the U.S. Platform Unifying U.S. operations under a dedicated operating division to accelerate momentum Platform Leadership Matthew McCue Chief Technology Officer Ryan Holcomb EVP, Effectors Ed Smetak EVP, Long-Endurance ISR George Schwartz EVP, C-UAS Ryan Hartman Chief Executive Officer Aaron Farber EVP, Stratospheric ISR The Ondas Sentinel platform reflects Ondas' mission to help customers see more, perceive faster and act with confidence, turning persistent and intelligent sensing into decisive advantage NEW COMBINED PLATFORM EXECUTIVE VICE PRESIDENTS 8 US Facilities · 330K sq ft Manufacturing · ~500 employees · >140 engineers 19
NASDAQ: ONDS 20 Rounding Out the Multi-Domain ISR Architecture STRATOSPHERE SURFACE | LAND AIR SPACE STRATOLLITES® Unmanned Ground Vehicles (UGVs) NASDAQ: ONDS MISSION LAYER SkyWeaver OPERATIONS LAYER Warp Speed Layered, persistent surveillance from the stratosphere to the tactical edge, unified through a single pane of glass. We believe we are the only provider offering persistent ISR across all three layers in one portfolio. Fixed-Wing UAVs Multi-Rotor UAVs 20
NASDAQ: ONDS 21 THE DZYNE SOLUTION ULTRA • 3+ days endurance • GPS-hardened architecture • 400+ Ib payload capacity • Multi-mission payloads • Industry leading low-cost persistence LEAP • 1+ days endurance • Mission proven performance • Rapid deployment • Distributed operations support Combat Air Patrols Require a New Generation of Affordable, Attritable Multi-Mission / ISR-T KEY TAKEAWAY: ULTRA and LEAP deliver persistent ISR-T effects at dramatically lower cost, enabling more aircraft, more locations, and more mission 21 THE CHALLENGE WITH LEGACY ISR • Long endurance ISR presents multi-billion annual DoW spend • Legacy systems have high acquisition and operating costs • Increasingly vulnerable ( >$1B in lost ISR drones in Epic Fury) • Limited attritable systems in contested environments • Growing ISR demand requires greater scale WHY A NEW APPROACH IS NEEDED • Lower-cost persistent ISR-T • Resilience in GPS/EW contested environments • Mass-producible autonomous long-range ISR-T
NASDAQ: ONDS 22 Completing the C-UAS Spectrum Dual Purpose. Mission Ready. Protecting Our Skies and Empowering our Warfighters DEFENSE OS LADOS SOFTWARE MOBILIZATION LAYER VEHICLE KIT MODUS 22 DRONEBUSTER SENTRYCS HORIZON INSIGHT SENSE SAWTOOTH IRON DRONE IRON ARROW IONSTRIKE DETECT HARD KILL SOFT KILL
NASDAQ: ONDS 23 WHY IONSTRIKE WINS COST & PARITY • Engages the threat at cost parity • 2–5x lower cost-per-kill SPEED & REACH • ~360 mph closing speed; top of its cost class • ~40 km engagement envelope; expands coverage area AUTONOMY & SCALE • Defeats swarms with minimal crew • Software-defined, multi-mission roadmap • Foundation for a family of CUAS interceptors THE COUNTER-DRONE PROBLEM • Cost-exchange ratio is broken — unsustainable at scale • Adversaries are ramping production and stockpiles • Swarms and saturation outpace exquisite interceptors • Epic Fury exposed C-UAS and inventory-replenishment gaps WHY A NEW INTERCEPTOR IS NEEDED • Defeat at cost parity for Group 3+ (Shahed-136) threats is essential • Scalable autonomy to defeat swarms with minimal crew • Domestic, mass-producible interceptor inventory KEY TAKEAWAY: IonStrike pairs cost parity with autonomy and speed — purpose-built to defeat drone mass at the scale, range, and price the fight demands. IonStrike Wins the Counter-Drone Fight on Cost, Speed, and Autonomy 23
NASDAQ: ONDS 24 $191M REVENUE 2026F 01 Expect ~6-fold revenue growth (80% CAGR) from 2025 through 2028 02 ULTRA anchors the revenue ramp — proven MQ-9 complement 03 IonStrike carries significant upside potential as purpose-built "Shahed-killer" 04 Counter-UAS portfolio provides durable, visible revenue outlook 05 Strong backlog and customer pipeline driving visibility into strong, multi-year growth ramp Financial Highlights DZYNE financial outlook 24 >$300M REVENUE 2027F >$1.5B 3Y PIPELINE AT JUNE 30, 2026 $111M BACKLOG AT JUNE 30, 2026 UPCOMING MILESTONES • 8 ULTRAs in operational use • Launching COCO ISR as new revenue stream • 750 IonStrike weapons delivered • Supply chain and manufacturing scaling by 2027 o IonStrike: >100/month o ULTRA: 2/month • Palantir Warp Speed and Foundry implemented by Q4 2026 to enable scaling and efficiencies
NASDAQ: ONDS 25 Expanding backlog drives increased visibility • $457 million backlog(1) at end of Q1 2026 • Over $150 million in new orders announced during Q2 2026 along with: • $111 million backlog DZYNE • $95 million backlog from Cyberhawk upon closing (Q3) Substantially achieved 2026 M&A goals in H1 2026 $525M+ Full-year 2026 revenue target — raised Ondas Updated Outlook Focus on sustaining momentum across 2H 2026 CONTINUE TO DRIVE SCALE ACROSS ONDAS 25 1 Expanded Programs 2 Expanded Customer Base 3 Expanded Partner Ecosystem 4 Growing Operational Scale 5 Leverage Strategic Footprint Ondas has built one of the few scaled independent autonomous defense companies (1) Pro forma as of March 31, 2026, includes World View and Mistral which acquisitions closed during Q2.
NASDAQ: ONDS 26 Creating the Category Leader in Autonomous Defense Combines persistent ISR, aerial security and counter-UAS, autonomous effects and AI-enabled mission intelligence into one of the industry's broadest independent autonomous defense platforms. Strengthens our U.S. Defense Platform Establishes Ondas Sentinel, combining DZYNE and World View into a scalable U.S. operating platform with engineering, manufacturing, deployment and sustainment capabilities. Adds Mission-Proven Technology & Talent Adds mission-ready systems, 119 engineers and vertically integrated design, engineering and manufacturing capabilities that accelerate innovation and execution. Expands Customer Access & Programs Adds established relationships across the U.S. Department of War, Combatant Commands, DARPA, AFRL, allied defense organizations and leading defense primes. Addresses the Fastest-Growing Defense Markets Expands Ondas into long-endurance ISR, Group 4/5 UAS, counter- UAS, autonomous effects and affordable-mass programs, significantly increasing our addressable global market opportunity. Accelerates Financial Model 26 Adds significant revenue, attractive gross margins and positive EBITDA while increasing operating leverage and accelerating Ondas' path to scaled profitability.
THANK YOU ir@ondas.com NASDAQ: ONDS Copyright 2026. All rights reserved.
Exhibit 99.3
Ondas Announces Transformative Acquisition of
DZYNE Technologies, Establishing the Leading
Autonomous Defense Platform Spanning Persistent Intelligence, Aerial Security and Autonomous
Effects
Combination expands Ondas’ portfolio across
multi-domain ISR, counter-UAS, precision strike,
mission intelligence and autonomous systems for U.S. and allied defense customers
Together with World View, DZYNE will operate
within Ondas Sentinel, a newly created business division
that will strengthen Ondas’ U.S. defense portfolio
Transaction significantly strengthens Ondas’
financial profile, adding substantial revenue,
positive EBITDA and expanded operating leverage
WEST PALM BEACH, FL / July 6, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of advanced autonomous systems and next-generation defense and security technologies and services, announced today it has acquired DZYNE Technologies, LLC (“DZYNE”). This acquisition establishes Ondas as a vanguard autonomous defense platform, uniting complementary capabilities across multi-domain ISR, counter-UAS, autonomous effects, aerial security, precision strike, autonomous logistics, and AI-enabled mission orchestration to rapidly meet the complex, evolving requirements of modern warfare. The acquisition is valued at $875.8 million and was financed through a cash and stock structure intended to align the incentives of DZYNE management and investors with Ondas’ stockholders. Greater than 50% of the stock consideration is subject to a six-month lock-up.
“The character of warfare is changing rapidly, and military advantage increasingly belongs to organizations capable of deploying autonomous systems at scale,” said Eric Brock, Chairman and Chief Executive Officer of Ondas. “DZYNE brings exceptional technology, world-class engineering talent and mission-ready systems across long-endurance ISR, counter-UAS and autonomous effects. The combination with DZYNE accelerates Ondas’ build-out of the next-generation autonomous defense platform—not through a single breakthrough product, but by integrating complementary, mission-proven technologies into a scaled operating platform. Importantly, DZYNE significantly strengthens Ondas’ financial profile, adding substantial scale and revenue growth. DZYNE is EBITDA positive with a strong and growing margin profile, accelerating Ondas’ path towards profitable, long-term growth.”
DZYNE, a U.S.-based defense technology company recognized for its leadership in long-endurance autonomous aircraft, counter-drone systems and autonomous effects, brings Ondas an operationally mature business with established relationships across the U.S. defense community and allied customers, along with a reputation for moving quickly from prototyping into fielded systems. Ondas believes this combination of technical depth, mission experience, customer trust and operational execution makes DZYNE a uniquely valuable strategic asset as defense organizations accelerate investment in autonomous systems.
“We structured this transaction to take the majority of our consideration in Ondas equity because we believe in the long-term value of the combined platform,” said Jeff Hull, President and Chief Executive Officer of Highlander Partners, the majority owner of DZYNE. “As a firm that invests our own proprietary capital with a patient, long-term horizon, our equity position reflects genuine conviction — not just in DZYNE’s capabilities, but in Ondas’ vision to build a scaled global operating platform for unmanned and autonomous systems serving the defense, security, and critical infrastructure markets. DZYNE’s ISR, counter-UAS, and expendable systems are a natural extension of that architecture, and we believe DZYNE’s technology and team will thrive inside Ondas as part of its broader system-of-systems strategy — together positioned to be a leader in autonomous defense.”
“This acquisition exemplifies our Strategic Growth Program by adding an operationally mature defense technology company with market-leading products, deep customer relationships and immediate financial scale,” said Mark Green, Head of Global Corporate Development & M&A at Ondas.” Integrating DZYNE into our systems-of-systems architecture expands our technology leadership while strengthening our operating platform and financial profile.”
Ondas Sentinel: A New Operating Division for U.S. Scale
Ondas has formed Ondas Sentinel, a dedicated operating division unifying its growing U.S. portfolio of autonomous defense technologies. Initially intended to integrate World View and DZYNE, it combines persistent ISR, counter-UAS, autonomous effects and mission intelligence into a scalable organization built to support larger, more integrated defense programs while leveraging common technology roadmaps, manufacturing, sustainment and AI-enabled mission software.
Ryan Hartman, Chief Executive Officer of World View, will serve as Chief Executive Officer of Ondas Sentinel, while Matt McCue, co-founder and Chief Executive Officer of DZYNE, will become Chief Technology Officer of Ondas Sentinel. Together, they will lead the integration of the businesses and accelerate Ondas’ strategy to deliver integrated autonomous defense solutions at scale.
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“Ondas Sentinel creates far more than an organizational structure—it’s a scalable U.S. defense platform,” said Ryan Hartman, Chief Executive Officer of Ondas Sentinel. “By combining World View’s persistent sensing with DZYNE’s mission-proven autonomous systems, effectors, and counter-UAS capabilities, we can engage customers across more mission areas, pursue larger programs and help operators see more, decide faster and act with confidence.”
Compelling Strategic Fit Accelerates Combined Growth Path
DZYNE adds three strategic franchises to the Ondas platform: long-endurance ISR, counter-UAS and autonomous effects. These capabilities have been supported by over $500 million of cumulative R&D and product development investment and directly address several of the fastest-growing priorities in defense modernization, including persistent intelligence, aerial security, affordable mass and distributed operations.
| 1) | Building a Multi-Domain ISR Architecture from the Stratosphere to the Tactical Edge |
The acquisition of DZYNE significantly advances Ondas’ multi-domain ISR roadmap, reflecting the Company’s belief that the future of ISR lies in integrated architectures, not isolated aircraft or sensors.
DZYNE’s ULTRA is a long-endurance autonomous aircraft delivering multi-day ISR across large operational areas at significantly lower operating cost and logistical burden than traditional ISR aircraft. With tens of thousands of operational flight hours, ULTRA brings proven persistence to distributed operations, border security, maritime awareness and communications relay—strengthening Ondas’ position in persistent intelligence and bridging World View’s stratospheric sensing with Optimus’ tactical-edge autonomous operations.
The combined Ondas ISR portfolio is expected to span:
| ● | Stratospheric ISR: World View’s Stratollites provide persistent sensing, communications relay and strategic intelligence capabilities from the stratosphere, supporting wide-area surveillance, maritime awareness, border security and resilient communications. |
| ● | Long-Endurance Theater ISR: DZYNE’s ULTRA and LEAP platforms provide long-endurance intelligence collection, reconnaissance and communications relay capabilities for operational theater missions requiring persistence over extended periods. |
| ● | Tactical ISR: Ondas’ Optimus autonomous drone platform and InsightSense ground sensor technologies provide persistent intelligence and situational awareness at the tactical edge, combining autonomous aerial reconnaissance, distributed ground sensing, force protection and infrastructure monitoring into a unified tactical intelligence layer. |
Ondas is also advancing SkyWeaver, an AI-enabled mission operating system being developed in partnership with Palantir Technologies to connect sensors, autonomous platforms, operators and decision-makers across a single operational environment. Built on Palantir Foundry and AIP, SkyWeaver transforms data across the Ondas and DZYNE portfolios into actionable intelligence for sensor fusion, decision support, mission planning and autonomous tasking.
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| 2) | IonStrike Completes Ondas’ Counter-UAS and Aerial Security Portfolio |
DZYNE’s IonStrike significantly expands Ondas’ counter-UAS portfolio with a fully kinetic, autonomous interceptor designed to detect, track and physically defeat hostile drones in flight. Purpose-built to counter the Shahed-136 class of one-way attack drones and other emerging aerial threats, IonStrike delivers scalable, low-cost interception at the point of engagement, providing an affordable alternative to traditional air defense systems.
IonStrike extends Ondas’ aerial security platform beyond detection and mitigation to complete the kinetic defeat layer of an integrated counter-UAS architecture, enabling Ondas to own the full mission chain—from detection and identification to mitigation, interception and defeat—across military, homeland security and civil markets. Together with DZYNE’s Dronebuster, which we believe to be one of the most widely fielded handheld counter-UAS systems in the world, Sentrycs’ cyber-based detection and mitigation, and Iron Drone’s autonomous interception, IonStrike forms a layered aerial security architecture against evolving unmanned threats:
| ● | Detect: Sentrycs, Dronebuster and integrated airspace awareness technologies |
| ● | Identify: Sentrycs protocol analytics, sensor fusion and AI-enabled classification |
| ● | Mitigate: Sentrycs cyber takeover capabilities and Dronebuster electronic defeat capabilities |
| ● | Defeat: Iron Drone autonomous net interception and IonStrike autonomous strike |
| 3) | Expanding Capabilities in Precision Strike and Autonomous Effects |
DZYNE’s family of unique, low-cost, attritable autonomous systems enables Ondas to support a broader spectrum of missions spanning intelligence, force protection, logistics, and precision effects. As militaries shift toward “affordable mass,” launched effects have been one of the fastest-growing segments of global defense spending, giving commanders scalable, expendable systems at a fraction of the cost of traditional platforms.
DZYNE’s portfolio includes the Blitz autonomous Group 1 UAS and Grasshopper autonomous cargo glider. Blitz pairs long-range autonomy, (150 km range), expendable economics, swarm capabilities and an open, modular architecture into a highly scalable platform aligned with the U.S. Department of War’s (DOW) focus on affordable mass and autonomous effects. Grasshopper delivers up to 500 pounds of critical supplies with precision into contested or denied environments, at a fraction of the cost of traditional logistics platforms.
Financial Profile and Updated Outlook
DZYNE is expected to generate $191 million in revenue for the full year 2026, and more than $300 million in 2027. The Company expects a revenue growth CAGR of greater than 80% from 2025-2028 driven by strong adoption of both the ULTRA platform for long-endurance ISR applications and the kinetic interceptor solution, IonStrike, along with a strong contribution from the counter-drone portfolio, including Dronebuster. DZYNE is expected to be EBITDA positive in 2026 and beyond. EBITDA margins are targeted in the mid-teens in 2027, rising to the mid-20% range by 2028.
For 2026 Ondas is now targeting at least $525 million in revenue, significantly ahead of the Company’s previous target of at least $390 million. The new outlook includes the addition of both DZYNE and the Company’s Omnisys acquisition, which closed on May 21, 2026, and was not contemplated in the prior outlook. Ondas’ new outlook does not include contributions from Cyberhawk, Ondas’ recently announced acquisition that is expected to close during the third quarter of 2026.
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Transaction Summary
Under the terms of the transaction, DZYNE shareholders received $200 million in cash and approximately 85 million Ondas shares valued at approximately $675 million. The DZYNE shareholders, led by Highlander, will own approximately 13.8% of Ondas’ outstanding shares. Of the 85 million shares, 45 million—more than half the equity consideration—are subject to a six-month lock-up. Ondas believes this structure balances liquidity needs for DZYNE shareholders and long-term alignment with Ondas’ stockholders.
For additional information regarding the acquisition, please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today. In connection with the acquisition, the Company approved inducement grants of restricted stock units (RSUs) representing 500,000 shares of the Company’s common stock and stock options exercisable for 1,500,000 shares of the Company’s common stock with an exercise price of $7.92 per share to a total of 255 newly-hired employees in connection with the acquisition. The equity awards were granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception as a component of each individual’s employment compensation and were granted as an inducement material to his or her acceptance of employment with the Company. The RSUs and the stock options vest over 3 years, subject to the applicable employee’s continued employment with the Company.
Advisors
Citizens Capital Markets & Advisory served as exclusive financial advisor to Ondas and Baird served as exclusive financial advisor to DZYNE Technologies. Akerman LLP served as legal counsel to Ondas and Baker McKenzie served as legal counsel to Highlander Partners and DZYNE Technologies.
Investor Conference Call & Audio Webcast Details
Ondas will host an investor conference call and audio webcast to discuss the acquisition, the formation of Ondas Sentinel, and the strategic importance of the transaction to the Company’s long-term autonomous defense strategy.
Date: Monday, July 6, 2026
Time: 8:30 a.m. Eastern Time
Toll-free dial-in number: 844-883-3907
International dial-in number: 412-317-5798
Call participant pre-registration link: here
The Company encourages listeners to pre-register, which allows callers to gain immediate access and bypass the live operator. Please note that you can register at any time during the call. For those who choose not to pre-register, please call the conference telephone number 10-15 minutes prior to the start time, at which time an operator will register your name and organization.
The conference call will also be broadcast live and available for replay here and via the investor relations section of the Company’s website at ir.ondas.com. A replay will be accessible from the investor relations website after completion of the event.
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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, 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.
For additional information on Ondas Inc., visit www.ondas.com.
About DZYNE Technologies, LLC
DZYNE Technologies is a leading developer of autonomous aerial systems and advanced defense technologies, delivering innovative solutions across intelligence, surveillance, reconnaissance, and counter-UAS missions. The company designs and manufactures a full ecosystem of unmanned platforms and payloads—including long-endurance Group 2/3 aircraft, rapid-deployment Group 1 systems, and field-proven counter-drone tools—built to operate in contested and denied environments. With deep expertise in AI-enabled autonomy, modular airframe design, and rapid prototyping, DZYNE supports U.S. and allied defense customers with scalable, mission-ready capabilities that accelerate decision advantage at the tactical edge.
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
Jill Vacek
Director of Communications, Ondas Sentinel
jvacek@worldview.space
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