false
0001646188
0001646188
2026-09-23
2026-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 23, 2026
Ondas Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-39761 |
|
47-2615102 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
222 Lakeview Avenue, Suite 800, West Palm
Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code (888) 657-2377
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock par value $0.0001 |
|
ONDS |
|
The Nasdaq Stock Market LLC |
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 3.02 Unregistered Sales of Equity Securities.
The disclosure
included in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Shares (as defined
below) are exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation D
thereunder, as transactions by an issuer not involving a public offering, and Regulation S, as sales to non-U.S. investors outside of
the United States.
Item 8.01 Other Events.
On September 23,
2026, the Company filed with the Securities and Exchange Commission a prospectus supplement to its effective registration statement
on Form S-3ASR (File No. 333-290121) covering the resale from time to time by certain stockholders of 7,822,077 shares (the
“Shares”) of Common Stock. (i) 632 shares of Common Stock were acquired by certain stockholders on April 1, 2026, in
connection with the Company’s acquisition of World View Enterprises Inc., a Delaware corporation, and (ii) 7,821,445 shares of
Common Stock were acquired by certain stockholders on September 23, 2026 in connection with the Company’s acquisition of the following businesses: (a) CaribouLabs Ltd., a company registered in the State of Israel, (b) Insignito Solutions Ltd., a company registered in the
State of Israel, and (c) Ottopia Technologies Ltd., a company registered in the State of Israel (collectively, the
“Acquisitions”). A copy of the legal opinion of Snell & Wilmer L.L.P., the Company’s Nevada counsel, relating
to the legality of the Shares is attached as Exhibit 5.1 hereto.
Also, on September 23,
2026, the Company issued a press release announcing the Acquisitions. A copy of the press release is attached as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P. (Nevada Counsel). |
| 23.1 |
|
Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated September 23, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 23, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/
Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1
Ondas Acquires Three Defense Technology Businesses
to Expand Its Integrated Autonomous Defense Systems Platform
Acquisitions add field-deployed and near-term mission-ready
capabilities across acoustic intelligence, resilient communications, remote operations and GNSS-denied navigation, strengthening existing
Ondas platforms and enabling new integrated solutions and revenue opportunities.
Insignito adds a unique passive acoustic sensing
layer to detect, classify, and track drones particularly useful for small FPV drone systems and fiber optic systems that are difficult
to detect by traditional methods.
Ottopia Defense combines AI-powered autonomy capabilities
and ultra-low-latency teleoperation, and intelligent networking, connecting unmanned maneuvering platforms with human operators and command
centers for one-to-many capabilities.
Caribou Labs is a provider of GNSS-denied navigation
and resilient communications technology that will add key capabilities and differentiation for Ondas platforms in combat environments.
WEST PALM BEACH, FL / September 23, 2026 / Ondas
Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous systems and next-generation defense
and security technologies, announced today that it has acquired three defense technology businesses, adding advanced capabilities that
enhance the Company’s mission capabilities and expand its addressable markets. The
acquired businesses bring technologies ranging from systems already deployed in active conflict environments to capabilities positioned
for near-term mission integration across Ondas’ existing platforms. The
acquisitions are designed to strengthen Ondas’ existing and future autonomous platforms, accelerate the development of integrated
solutions and create new opportunities for growth across the defense and autonomous systems markets.
“These acquisitions reflect our strategy of
assembling the critical technologies required to make autonomous systems more capable, resilient and scalable in contested environments,”
said Eric Brock, Chairman and CEO of Ondas Inc. “Together, these businesses give Ondas more to sell and more ways to win. They add
commercial revenue streams we can grow across our customer base,
and they strengthen our ability to pursue larger, longer-term
customer programs where we deploy and sustain more capable autonomous systems on behalf of the customers
we serve.”
Insignito – AI-Enabled Acoustic Intelligence
for C-UAS.
Insignito’s mission-ready technology creates
a passive acoustic sensing layer designed to detect, classify, track and localize drones by their acoustic signatures, including small
drones, FPV systems, low-altitude threats and autonomous or RF-silent platforms that can challenge traditional radar and radio-frequency
detection. Its flagship DUMBO system has been successfully deployed in conflict zones listening to the operating environment rather than
transmitting RF or electromagnetic energy, applying real-time signal processing, advanced acoustic modeling, artificial intelligence and
proprietary algorithms to identify unmanned aerial vehicle signatures. The technology is designed to complement radar, RF and electro-optical
sensors, adding an independent sensing modality to a layered, multi-sensor C-UAS architecture.
Beyond passive detection, Insignito has developed
several additional capabilities including WaveGuide, a software-based mission-planning capability that models the acoustic detectability
of aerial platforms along planned trajectories; Silent Propellers, which applies acoustic engineering to reduce the noise signature of
unmanned aircraft; and Banshee, an acoustic-enabled drone interception technology under development. Collectively, these capabilities
span detection, mission planning, signature reduction and interception.
Ottopia Defense – Mission-Critical Communications
and Remote Control for Unmanned Systems.
Ottopia Defense (“Ottoppia”) provides
software and communications infrastructure connecting unmanned maneuvering platforms with remote operators and command centers. The technology
is designed to maintain the continuous, real-time flow of video, telemetry, mission data and commands in remote, harsh, bandwidth-constrained,
degraded and mission-critical environments. Its architecture dynamically manages high-priority operational data across available communications
channels, helping preserve the connection between unmannedplatforms and human operators when battlefield connectivity is inconsistent
or disrupted.
Ottopia’s mission-ready platform combines AI-enabled
autonomy, ultra-low-latency teleoperation, remote control and resilient communications, enabling operators to supervise multiple unmanned
systems, monitor live video and telemetry, and intervene whenever human judgment or direct control is required. Its one-to-many architecture
allows a smaller number of operators to manage multiple assets from centralized mission centers or distributed command environments while
preserving human oversight and command authority.
Caribou Labs – Resilient Communications for
GNSS-denied environments.
Caribou Labs (“Caribou”) is a deep-tech,
dual-use company specializing in EW environments providing resilient communications and deterministic identification. The company combines
domain expertise in RF engineering, sensing and defense systems. Caribou’s mission is to deliver GPS-independent positioning timing
and visibility when digital infrastructure fails. The company’s products are complementary to Ondas’ autonomous systems by
helping to complete an end-to-end autonomy and resiliency stack that includes connectivity, navigation, identification and regulatory
compliance across aerial, ground and command platforms. Caribou’s technology is currently deployed in active conflict environments
and has a global pipeline of new customer opportunities.
Building an Integrated Technology Stack for Autonomous
Defense
Ondas intends to integrate these technologies across
its existing portfolio. Insignito adds acoustic sensing that enhances Ondas’ current C-UAS solution with an additional FPV drone
detection layer. Ottopia provides the resilient connectivity and human command capabilities required for remote operations of unmanned
ground vehicles such as Iron Wave. Caribou adds navigation, positioning and communications capabilities for GNSS-denied environments that
are required across Ondas’ platforms. Combined with Ondas’ existing autonomous platforms, sensors, software and mission systems,
these capabilities are expected to strengthen an increasingly integrated technology stack spanning detection, connectivity, navigation,
autonomy and mission execution. This approach is central to Ondas’ Systems-of-Systems strategy: combining differentiated technologies
across multiple platforms to enhance existing products, accelerate the development of new solutions and expand the markets and revenue
opportunities available to the Company.
Transaction Summary of Strategic Acquisitions
Ondas acquired the businesses for aggregate consideration
of $56 million, payable in cash or Ondas common stock. Based on Ondas’ forecasts, the purchase price represents less than three
times the businesses’ expected 2027 revenue. The transactions also include potential earnout consideration of up to $32 million
in the aggregate, payable in cash or Ondas common stock upon the achievement of key performance milestones through 2028.
In
connection with the acquisitions, the Company approved inducement grants of restricted stock units (RSUs) representing 2,979,063
shares of the Company’s common stock and stock options exercisable for
80,000 shares of the Company’s common stock with an exercise price of $7.72 per
share to a total of 37 newly-hired employees in connection with the acquisitions. The equity awards were granted under the Ondas Inc.
2026 Inducement Plan 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. RSUs representing (i)
222,727 shares of the Company’s common stock vest in eight (8) equal
quarterly installments over two years following the closing date, subject to the applicable employee’s continued employment with
the Company; (ii) 1,866,061 shares of the Company’s common stock
vest one-third on September 23, 2027 and subsequently in eight equal quarterly installments, subject to the applicable employee’s
continued employment with the Company; and (iii) 890,275 shares of the
Company’s common stock vest on the closing date. Stock options representing 80,000 shares of the Company’s common stock vest
one-third on September 23, 2027 and subsequently in twenty-four equal monthly installments, subject to the applicable employee’s
continued employment with the Company.
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.
For additional information on Ondas Inc., visit www.ondas.com.
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
