Ondas acquires Gate, Bron for $105M cash plus stock
Ondas Inc. is buying GATE and Bron for cash, stock and a large earn-out, adding electronic fuzing technology and expecting over $130 million of Adjusted EBITDA through 2028.
Rhea-AI Filing Summary
Ondas Inc. (ONDS) completed the acquisition of Gate Technologies Ltd. and Bron Technologies, obtaining 100% of their share capital. The base consideration totals $105 million in cash and 10,689,655 Ondas common shares, plus a $25 million working capital adjustment and additional equity to be issued within nine months, subject to post-closing conditions.
The sellers may also receive up to $185 million in performance-based earn-out payments tied to financial targets through 2028. Ondas expects the acquired business to generate more than $130 million of aggregate Adjusted EBITDA through 2028. Gate’s electronic safe-and-arm and fuzing technologies are integrated into dozens of weapon systems and add a critical layer to Ondas’ precision-strike platform.
Under a Registration Rights Agreement, selling shareholders face daily trading limits, capped at 15% of the prior 10-day average trading volume for Ondas stock. Ondas also approved inducement stock options on 300,000 shares at an exercise price of $7.23 for 41 new employees connected to the transaction.
Positive
- Acquisition adds mission-critical ESAD and fuzing technology integrated into dozens of weapon systems, expanding Ondas’ precision-strike platform and customer reach across the U.S., Europe, Israel and allied markets.
- The acquired business is expected to contribute more than $130 million of aggregate Adjusted EBITDA through 2028, providing a potentially meaningful earnings contribution over the next several years.
- Ondas gains exposure to the fast-growing loitering munition market, projected to rise from $5.4 billion in 2025 to $13.3 billion in 2030, a roughly 20% CAGR, where each munition requires safe-and-arm and fuzing content.
Negative
- Total consideration is substantial, including $105 million in cash, equity valued at about $100 million, a $25 million working capital adjustment and up to $185 million in performance-based earn-outs, representing a large capital commitment.
- Issuance of 10,689,655 Ondas shares, further equity within nine months, potential share-settled earn-outs and 300,000 new stock options creates meaningful equity dilution for existing shareholders.
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8-K Event Classification
Key Figures
Key Terms
Electronic Safe & Arm Devices technical
earn-out consideration financial
Adjusted EBITDA financial
non-ITAR production regulatory
LEEFI initiation technology technical
FAQ
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What did Ondas Inc. (ONDS) acquire in this transaction?
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How does Ondas (ONDS) expect the GATE acquisition to impact earnings?
What are the key earn-out terms in the Ondas (ONDS) acquisition of GATE?
How large is the loitering munition market relevant to Ondas (ONDS) and GATE?
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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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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:
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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 September 14, 2026, Ondas Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”), by and among the Company, Gate Technologies Ltd., a company organized under the laws of the State of Israel (“Gate”), Bron Technologies sp. z.o.o, a private company organized under the laws of the State of Poland (“Bron”), Gate’s shareholders listed on Exhibit B-1 thereto (the “Gate Shareholders”), Bron’s shareholders listed on Exhibit B-2 thereto (the “Bron Shareholders,” together with the Gate Shareholders, the “Shareholders”), and Adv. Amir Geva solely in his capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement).
Pursuant to the Agreement, on September 14, 2026 (the “Closing Date”), the Company acquired 100% of the issued and outstanding share capital of Gate and Bron (the “Acquisition”), for a purchase price of $105.0 million in cash and 10,689,655 shares (the “Consideration Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), plus $25 million in working capital adjustment. Additionally, approximately $22.5 million will be issued within nine (9) months of the Closing Date, subject to certain post-closing obligations of the Indemnifying Parties, as set forth in the Agreement.
Additionally, pursuant to the terms of the Agreement, for two years after the Closing Date, the Shareholders have an opportunity to earn an additional aggregate amount of up to $185,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Agreement, payable in Common Stock (the “Earn-Out Shares,” together with the Consideration Shares, the “Shares”).
Additionally, on September 14, 2026, the Company entered into a Registration Rights Agreement with the Shareholders (the “Registration Rights Agreement”), pursuant to which the Shareholders shall be subject to daily trading volume limitations, whereby all such Shareholders may not sell, in the aggregate, any shares of Common Stock issued to such Shareholders pursuant to the Agreement on any trading market in any single trading day to the extent such sales would exceed fifteen percent (15%) of the average daily trading volume of the Common 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. The Company also agreed we agreed within one business day following the issuance of any shares of Common Stock pursuant to the Agreement to file with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by the Shareholders of the Shares and the Earn-Out Shares, if any, subject to the restrictions set forth in the Registration Rights Agreement.
The foregoing description of the Acquisition, the Agreement, and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement and the Registration Rights 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 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 issuance of the Consideration Shares (as defined above) in Item 2.01 are exempt from the registration requirements of the Securities Act in accordance with Regulation S, as sales to non-U.S. investors outside of the United States.
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Item 7.01. Regulation FD Disclosure.
On September 14, 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.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Also on September 14, 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 September 14, 2026, by and among the Company, Gate Technologies Ltd (“Gate”), Bron Technologies sp. z.o.o (“Bron”), Gate’s shareholders listed on Exhibit B-1 thereto, Bron’s shareholders listed on Exhibit B-2 thereto, and Adv. Amir Geva. | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. (Nevada Counsel). | |
| 10.1 | Registration Rights Agreement, dated September 14, 2026, by and among the Company and the Shareholders. | |
| 23.1 | Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1). | |
| 99.1 | Fact Sheet, dated September 14, 2026. | |
| 99.2 | Press Release, dated September 14, 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: September 14, 2026 | ONDAS INC. | |
| By: | /s/ Eric Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
NASDAQ: ONDS ONDAS ACQUIRES GATE TECHNOLOGIES Expanding the Precision-Strike Platform with Electronic Safe & Arm and Advanced Fuze Technology Ondas has acquired GATE Technologies, an Israeli developer of Electronic Safe & Arm Devices and advanced electronic fuzing technologies, together with Bron Technologies, GATE's European manufacturing, certification and company affiliate. GATE products are integrated into more than dozens of weapon systems, including rockets, missiles, UAVs and loitering munitions. The acquisition adds a mission-critical technology layer to Ondas' Precision Strike platform and expands engineering, production and customer access across the United States, Europe, Israel and allied markets. ACQUISITION HIGHLIGHTS Adds electronic safety, arming and initiation technology for missiles, rockets, loitering munitions, UAVs and other autonomous effects. STRATEGIC FIT Safe-and-arm systems determine when a munition remains safe, may arm and may initiate. They are essential components in compact, configurable and fully electronic weapon architectures. GATE adds specialized technology within the weapon architecture, complementing Ondas capabilities in autonomous strike, propulsion, mission systems, resilient communications, engineering, production and software-enabled mission management. Products integrated into more than dozens of weapon systems, including approximately 100 reported RUBI LM configurations. Consideration of $205 million, the majority of which is payable in cash, plus a working capital adjustment and up to $185 million in performance-based earn-out consideration; the acquired business is expected to contribute more than $130 million of aggregate Adjusted EBITDA through 2028. Establishes a path to U.S. engineering, integration, qualification and production, with U.S.-produced finished products and integrated systems targeted for the first half of 2027. Adds Israeli engineering and NATO-based, non-ITAR production, certification and distribution through Bron Technologies in Poland. www.ondas.com | www.gate-dev.com
Safe-and-arm systems determine when a munition remains safe, may arm and may initiate. They are essential components in compact, configurable and fully electronic weapon architectures. GATE adds specialized technology within the weapon architecture, complementing Ondas capabilities in autonomous strike, propulsion, mission systems, resilient communications, engineering, production and software-enabled mission management. INTEGRATION PRIORITIES TECHNOLOGY PORTFOLIO Continue supporting GATE's established defense OEM and weapon-program customers. CUSTOMER CONTINUITY Build on Israeli engineering and Poland-based non-ITAR production while establishing U.S. engineering, integration, qualification and production capabilities. GLOBAL LOCALIZATION Expand production capacity, engineering and qualification resources to support additional programs. CAPACITY AND QUALIFICATION Connect GATE fuzing technology across relevant Ondas autonomous strike, mission-system, communications, engineering and production capabilities. PRECISION STRIKE ARCHITECTURE 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. 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.gate-dev.com NASDAQ: ONDS A loitering-munition ESAD platform with approximately 100 developed configurations. GATE's RUBI family combines proprietary LEEFI initiation technology with a compact, fully electronic architecture with no moving parts. Products can be configured for mission-specific arming conditions, sensors, triggering functions and form factors. Rockets, missiles, gravity-release weapons, UAVs, loitering munitions, high-G platforms, tandem-charge systems and motor ignition. Wired and wireless disposable fuzing solutions for infantry and demolition applications, supported by a patented pairing solution and soldier-operated initiation capability. RUBI ELECTRONIC SAFE & ARM DEVICES RUBI LOITERING MUNITIONS PLATFORM APPLICATIONS TACTICAL FUZING SOLUTIONS
Exhibit 99.2
Ondas Acquires GATE Technologies and Bron Technologies,
Expanding Precision-Strike Platform with
Electronic Safe & Arm and Fuze Technology
GATE Technologies is a leading developer and manufacturer of Electronic Safe & Arm Devices (ESADs) and advanced electronic fuzing solutions, with its technology integrated into dozens of weapon systems including UAVs, loitering munitions, missiles and rockets
Adds a critical layer of the precision-strike
technology stack with NATO-based, non-ITAR production in Poland,
while expanding Ondas’ access to U.S. and European programs
WEST PALM BEACH, FL / September 14, 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, today announced that it has acquired GATE Technologies Ltd. (“GATE”), an Israeli-based defense technology company specializing in Electronic Safe & Arm Devices (“ESADs”) and advanced electronic fuzing technologies used across modern precision weapons and autonomous strike systems, and Bron Technologies (“Bron”), a European manufacturing, certification and an affiliated company to GATE’s systems. Ondas will pay $205 million, the majority of which is payable in cash, plus a working capital adjustment and up to $185 million of performance-based earn-out consideration. The earn-out is tied to financial targets through 2028 and may be paid, at Ondas’ election, in cash or Ondas common stock. Ondas expects the acquired business to contribute more than $130 million of aggregate Adjusted EBITDA through 2028.
Founded in 2006, GATE has developed a proprietary portfolio of highly configurable, miniaturized electronic safe-and-arm devices incorporating LEEFI initiation technology. Its technologies have been integrated into dozens of weapon systems globally, including rockets, missiles, UAVs and loitering munitions, providing mission-critical safety and fuzing capabilities inside modern weapons.
Electronic fuzing systems are mission-critical components that keep a munition safe during storage, transportation, handling and launch, and permit arming and initiation only when predetermined mission and safety conditions are met. This capability is increasingly required for loitering munitions that may change missions in-flight, abort an engagement or return safely without detonating. As weapons become smaller, more autonomous and software-defined, traditional mechanical fuzes are being replaced by fully electronic architectures that offer greater configurability, miniaturization and integration with sophisticated weapon systems. According to MarketsandMarkets, the global loitering munition market is projected to grow from approximately $5.4 billion in 2025 to approximately $13.3 billion in 2030, a compound annual growth rate of approximately 20%. Because each munition produced requires safe-and-arm and fuzing content, Ondas believes GATE is positioned to participate in this growth across a broad range of platforms and programs.
The acquisition significantly expands Ondas’ precision strike platform by adding a critical layer of the technology stack while opening new customer and ecosystem networks for growth. GATE’s capabilities complement Ondas’ existing technologies across autonomous strike platforms, propulsion, mission systems, resilient communications, engineering, production and software-enabled mission management, strengthening Ondas’ ability to provide integrated solutions across the complete autonomous strike architecture.
“GATE is a highly strategic addition to Ondas,” said Eric Brock, Chairman and CEO of Ondas. “Munitions stockpiles are being rebuilt around the world, and a new generation of low-cost, autonomous munitions is becoming a growing part of the battlefield. At the same time, the market is shifting from traditional mechanical fuzes to electronic safe-and-arm devices, which are essential for weapons that are smaller, smarter and software-defined. GATE’s RUBI product line and its engineering team have earned a strong position in this market through decades of qualification and integration into more than 90 weapon systems. With Ondas’ global go-to-market and operating platform behind it, we believe GATE can capture meaningful market share.”
“ESAD components are in tight supply today, and qualified production capacity is a bottleneck for the entire precision-strike supply chain. GATE has earned the trust of a broad base of defense OEMs and weapon programs around the world, and that customer base comes first. Ondas is committed to serving the entire market with low-cost, advanced fuzing capabilities, and we will invest in GATE’s capacity, engineering and global reach so it can support more customers and more programs. Combined with GATE’s attractive growth and margin profile, we expect this acquisition to generate high returns on invested capital for our shareholders,” Brock concluded.
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Strategic and Financial Highlights
| ● | Exposure to expanding precision-strike markets. GATE is positioned to benefit from global inventory replenishment and increasing production of missiles, rockets, loitering munitions, UAVs and other autonomous effects. Its ESAD and EISD products provide mission-critical safety, arming and initiation functionality across these end markets. |
| ● | Mission-critical component participation across multiple programs. With products integrated into dozens of weapon systems globally and approximately 100 configurations reported for RUBI LM, GATE can participate in growth across multiple platforms as qualified customer programs enter serial production. |
| ● | Proven technology with qualification-driven barriers. GATE has developed compact, configurable, fully electronic LEEFI-based products with no moving parts. Specialized engineering, weapon-level integration and rigorous safety qualification create long design-in cycles and meaningful switching friction, supporting follow-on production as customer programs scale. |
| ● | Established international base and pathway to U.S. localization. Its Israeli operations, current non-ITAR product portfolio and Bron Technologies’ Poland-based production provide an established platform for European and allied customers with approximately 80% of GATE revenue generated outside of the Middle East. The establishment of U.S. engineering, integration, qualification and production capabilities to address customer demand and program-specific domestic-source requirements have already begun, with U.S.-produced finished products and integrated systems expected in the first half of 2027. |
| ● | Strong growth and profitability. Ondas expects GATE to produce $65 million of revenue in full year 2026, increasing to $180 million revenue in 2028 with a strong margin profile resulting in more than $130 million of Adjusted EBITDA generation for the full three years ending 2028. This acquisition will also support higher revenue generation and margin capture across Ondas’ counter-UAS and precision strike portfolio. |
“Electronic safe-and-arm and fuzing systems are mission-critical components in modern precision weapons,” said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “GATE has built a strategic position in this market through decades of qualification and integration across a wide array of systems. Its technology is deeply designed into customer platforms, creating strong barriers to entry and positioning GATE to benefit as global production of precision-strike systems expands.”
GATE’s RUBI family of ESADs combines the company’s proprietary LEEFI initiation technology with a fully electronic, compact architecture that has no moving parts, and can be configured for rockets, missiles, gravity-release weapons, UAVs, high-G platforms, tandem-charge systems and motor ignition, with approximately 100 configurations developed to date. GATE’s in-house engineering team tailors arming conditions, sensor configurations, triggering functionality and form factors to individual weapon programs, a capability Ondas believes has helped GATE win designed-in positions across a broad range of programs.
According to MarketsandMarkets, the global loitering munition market is projected to grow from approximately $5.4 billion in 2025 to approximately $13.3 billion in 2030, a compound annual growth rate of approximately 20%. Because each munition produced requires safe-and-arm and initiation content, Ondas believes GATE is positioned to participate in this growth across a broad range of platforms and programs.
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Transaction Summary
Under the terms of the transaction, Ondas will pay $205 million, consisting of $105 million in cash and $100 million in Ondas common stock, plus a working capital adjustment. Approximately $22.5 million of such stock consideration will be issued within nine months of closing, subject to satisfaction of certain conditions. Ondas will also pay up to $185 million of performance-based earn-out consideration, subject to financial targets through 2028. The earn-out is payable in cash or Ondas common stock, at Ondas’ discretion.
For additional information regarding the transaction, please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today. In connection with the transaction, the Company approved inducement grants of stock options exercisable for 300,000 shares of the Company’s common stock with an exercise price of $7.23 per share to a total of 41 newly-hired employees in connection with the transaction. 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. The stock options vest one-third on September 14, 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
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