Ondas (NASDAQ: ONDS) buys INDO to deliver $140 million military vehicle program
Rhea-AI Filing Summary
Ondas Inc. entered into a Share Purchase Agreement to acquire 100% of Indo Earth Moving Ltd. on March 17, 2026. The purchase price is
The sellers may earn up to an additional
The Closing Shares are being registered for resale under a Registration Rights Agreement, with the company agreeing to file resale prospectus supplements for Closing, milestone and earn-out shares. Ondas positions this acquisition as expanding its autonomous systems business into robotic heavy engineering platforms and supporting a multi-year military engineering vehicle program.
Positive
- Transforms defense revenue profile: Indo adds a tender valued at
$140 million for Heavy Engineering Platforms, with revenue expected to begin in Q2 2026 and a multi-year delivery and sustainment program. - Strategic expansion into robotic heavy engineering: Acquisition deepens Ondas’ autonomous defense portfolio by combining Indo’s engineering vehicle platform with 4M Defense, Roboteam and Apeiro capabilities for future robotic and autonomous upgrades.
Negative
- None.
Insights
Ondas adds a large defense program and new platform via stock-heavy deal.
Ondas is buying Indo Earth Moving Ltd. for
The tender covers delivery of dozens of vehicles over two years plus at least four years of sustainment, creating a multi-year revenue stream. Earn-out payments in stock align seller incentives with program execution but also introduce potential future dilution, moderated by daily trading limits of
Strategically, Ondas links Indo with its 4M Defense, Roboteam, and Apeiro businesses to build robotic heavy engineering platforms. The company highlights expected revenue generation from the
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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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).
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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 March 17, 2026, Ondas Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”), by and among the Company, Indo Earth Moving Ltd., a company organized under the laws of the State of Israel (“Indo”), Indo’s shareholders as set forth on Exhibit B thereto (the “Sellers”), and the Shareholders' Agent (as defined in the Agreement).
Pursuant to the Agreement, on March 17, 2026, (the “Closing Date”), the Company acquired 100% of the issued and outstanding share capital of Indo (the “Indo Share Capital”), for a purchase price of $5,663,398 in cash (the “Cash Consideration”) and 5,493,388 shares (the “Shares”) of Company common stock (“Common Stock”), par value $0.0001, including (a) 2,441,506 shares of Common Stock issued on the Closing Date (the “Closing Shares”) and (b) 3,051,882 shares of Common Stock to be issued within five business days (the “Second Payment Date”) following the achievement of the First Milestone (as defined in the Agreement) (the “Acquisition”). Pursuant to the Agreement, the Company may declare that the Acquisition is null and void prior to the First Milestone if Indo is not able to meet the full terms of the Tender (as defined in the Agreement).
Additionally, pursuant to the terms of the Agreement, for three years after the Closing Date, the Sellers have an opportunity to earn an additional aggregate amount of up to $140,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Agreement, payable in Common Stock (each an “Earn-Out Payment Date”).
Pursuant to the Agreement, the Sellers shall be subject to daily trading volume limitations, whereby all such Sellers may not sell, in the aggregate, any Common Stock issued to such Sellers pursuant to the Agreement on any trading market in any single trading day to the extent such sales would exceed ten percent (10%) of the average daily trading volume of such stock as reported on the principal trading market on which the Common Stock is listed, calculated based on the ten (10) consecutive trading days immediately preceding the relevant date of determination. An officer of a subsidiary of the Company is an indirect minority owner of Indo.
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Also on March 17, 2026, the Closing Shares were registered for resale pursuant to that certain Registration Rights Agreement, dated March 17, 2026, by and among the Company and the Sellers (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed on each of the Closing Date, the Second Payment Date, and any Earn-Out Payment Date to file with the Securities and Exchange Commission a prospectus supplement 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 shares of Common Stock, subject to the trading limitation discussed above.
The foregoing description of the Acquisition, the Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of the Agreement and the Registration Rights Agreement, a copy of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, 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 Shares is attached as Exhibit 5.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of the Shares in Item 2.01 is exempt from the registration requirements of the Securities Act in accordance with Regulation S thereunder.
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Item 8.01 Other Events.
On March 17, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements are not required in connection with the Acquisition pursuant to Rule 3-05(b) of Regulation S-X.
(b) Pro forma financial information is not required in connection with the Acquisition pursuant to Article 11 of Regulation S-X.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 2.1* | Share Purchase Agreement, dated March 17, 2026, by and among the Company, Indo Earth Moving Ltd., Indo’s shareholders as set forth on Exhibit B thereto, and Eli Hefets. | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. (Nevada Counsel) | |
| 10.1 | Registration Rights Agreement, dated March 17, 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 | Press Release, dated March 17, 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 17, 2026 | ONDAS INC. | |
| By: | /s/ Eric A. Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Ondas Acquires INDO Earth Moving Ltd. Following its $140 Million Strategic Procurement Tender Award for Military Heavy Engineering Platforms from a Major Military Customer
Acquisition Positions Ondas to Deliver Multi-Year Military Engineering Vehicle Program as a Prime Contractor and Advance Future Robotic Heavy Engineering Platform Capabilities
Transaction Expands Ondas Autonomous Systems into Robotic Heavy Engineering Platforms Through Synergies with 4M Defense, Roboteam, and Apeiro Motion Ground Systems
$140 Million Military Engineering Vehicle Tender Expected to Begin Revenue Generation in Q2 2026 While Driving Operating Efficiencies Across Ondas’ Ground Systems Portfolio
WEST PALM BEACH, FL / March 17, 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 that it has acquired INDO Earth Moving Ltd. (“INDO”), a company specializing in the procurement, integration, and lifecycle support of heavy engineering equipment for military and national infrastructure programs. INDO was recently awarded, as prime contractor, a tender valued at $140 million under a strategic procurement plan for Heavy Engineering Platforms from a major military customer, covering the supply of a fleet of heavy-tracked engineering vehicles together with long-term maintenance, logistics, and operational support services. The program includes the delivery of dozens of military Heavy Engineering Platforms over a two-year period and the establishment of sustainment infrastructure designed to support ongoing operational deployment for at least the next four years.
“Engineering vehicles such as Heavy Engineering Platforms play a critical role in modern military operations, enabling mobility, force protection, and the construction of defensive and operational infrastructure in complex environments,” said Eric Brock, Chairman and CEO of Ondas. “INDO brings a proven operational platform and an important $140 million tender with a major defense customer. By combining INDO’s engineering equipment expertise with Ondas’ capabilities in robotics, autonomous systems, and mission technologies, we believe we can deliver advanced engineering platforms designed for the evolving needs of modern defense forces. We see immediate revenue production as well as operating leverage with OAS’ Roboteam and Apeiro ground systems.”
As part of its long-term strategy, Ondas plans to pursue future upgrades of engineering vehicles into robotic and autonomous platforms, integrating technologies such as remote operation, autonomous navigation, advanced perception systems, and mission automation software. The acquisition also creates strong synergies across Ondas’ growing portfolio of autonomous defense technologies. Ondas also expects to leverage capabilities from its 4M Defense which specializes in demining and land intelligence, Roboteam ground robotics platform, which develops advanced unmanned ground systems used by defense forces worldwide, as well as Apeiro, focused on advanced ground robotics platforms.
“Combat engineering equipment operates in some of the most demanding and dangerous environments,” said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “By combining INDO’s engineering vehicle platform with Ondas’ autonomy architecture, we see the opportunity to evolve these systems into robotic engineering vehicles capable of operating in high-risk environments while significantly improving safety and operational effectiveness.”
Military engineering vehicles are central to combat engineering missions including route clearance, obstacle breaching, defensive fortification construction, and battlefield mobility operations. By extending its autonomy architecture into heavy engineering platforms, Ondas aims to build a multi-domain autonomous ecosystem spanning aerial systems, ground robotics, and robotic engineering equipment, enabling integrated mission capabilities for defense and homeland security customers.
Beyond military applications, the combined platform may also address significant opportunities across border security infrastructure, critical infrastructure development, disaster response, and post-conflict reconstruction, where robotic operation of heavy machinery can significantly improve operational efficiency while reducing risk to personnel.
Ondas believes the acquisition represents an important step in the Company’s strategy to expand its portfolio of advanced autonomous technologies and robotic systems designed for mission-critical defense and infrastructure operations worldwide.
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. Ondas will provide outlook information regarding INDO on its earnings conference call scheduled for Wednesday, March 25, 2026 at 8:30 a.m. Eastern Time.
About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems, robotics, and mission-critical connectivity solutions for defense, security, and industrial markets. Through its business units (Ondas Autonomous Systems, Ondas Capital and Ondas Networks), the Company develops and deploys integrated technologies that deliver advanced sensing, mobility, and communications capabilities for complex operational environments.
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Ondas Autonomous Systems (OAS) delivers a portfolio of AI-enabled air and ground robotic platforms and counter-UAS technologies designed to support defense, homeland security, and critical infrastructure protection missions worldwide. OAS solutions include autonomous drone platforms, robotic ground systems, counter-drone technologies, advanced propulsion and unmanned aircraft capabilities, autonomous engineering and demining capabilities, and integrated sensing systems that enable persistent intelligence, surveillance, security, and operational response. These platforms are deployed globally across defense forces, government agencies, and commercial operators to protect sensitive sites, populations, and strategic infrastructure.
Ondas Capital focuses on strategic investments, partnerships, and advisory initiatives that support the growth of the global autonomous systems ecosystem. The platform is designed to accelerate the development, scaling, and deployment of next-generation robotics, sensing, and defense technologies across allied markets.
Ondas Networks provides mission-critical wireless connectivity through its FullMAX platform, a software-defined broadband solution based on the IEEE 802.16t standard. FullMAX enables highly reliable, secure, and scalable communications for industrial IoT applications across rail, utilities, oil and gas, transportation, and government networks.
Together, Ondas’ technologies combine autonomous systems, advanced sensing, and resilient connectivity to deliver integrated operational capabilities that enhance security, efficiency, and decision-making in some of the world’s most demanding environments.
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 and LinkedIn
For Rotron: www.rotronaero.com and Linkedin
For 4M Defense: www.4-mine.com and LinkedIn
For Ondas Capital: www.ondascaptital.com, X and 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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FAQ
What did Ondas Inc. (ONDS) acquire in this 8-K announcement?
What is the purchase price Ondas (ONDS) is paying for Indo Earth Moving Ltd.?
How large is the potential earn-out tied to Ondas’ acquisition of Indo?
When is the $140 million Indo military engineering vehicle tender expected to generate revenue for Ondas?
How will Ondas (ONDS) handle registration of shares issued in the Indo acquisition?
Are there trading restrictions on the Ondas shares issued to Indo’s sellers?
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