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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)
April 1, 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) 350-9994
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
2.01. Completion of Acquisition or Disposition of Assets.
On
April 1, 2026 (the “Closing Date”), Ondas Inc. (the “Company”) completed the previously announced acquisition of
World View Enterprises Inc., a Delaware corporation (the “World View”), pursuant to that certain Agreement and Plan of Merger
(the “Agreement”), dated March 23, 2026, by and among the Company, Wassaic Merger Sub Inc., a Delaware corporation and a wholly
owned subsidiary of the Company (“Merger Sub”), World View, and Fortis Advisors LLC, a Delaware limited liability company,
in its capacity as the Representative (as defined in the Agreement).
In
accordance with the terms of the Agreement, on the Closing Date, Merger Sub merged with and into World View, with World View
continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”), for (i) up to 12,775,219
shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), of which 99,233 Shares were
deposited into an escrow account for the purpose of securing any post-closing purchase price adjustments owed by the Stockholders
(as defined in the Agreement), and (ii) approximately $7.3 million cash towards outstanding obligations. In the Company’s sole
discretion, the Company may pay cash in the amount equal to the value of the Shares that would have otherwise been issued to any
Non-Accredited Stockholder (as defined in the Agreement).
Also
on April 1, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), by and
among the Company and certain Stockholders (the “Holders”). Pursuant to the Registration Rights Agreement, the Company agreed
to file with the Securities and Exchange Commission (the “SEC”) 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 Holders of such issued
Shares, subject to the trading limitation discussed below.
Pursuant
to the Registration Rights Agreement, for a period of six (6) months following the Closing Date, each Holder shall be subject to daily
trading volume limitations, whereby such Holder may not sell any Common Stock issued to such Holder pursuant to the Agreement on any trading
market in any single trading day to the extent such sales would exceed five percent (5%) of the daily trading volume of such stock
as reported on the principal trading market on which the Common Stock is listed on the trading day immediately preceding the relevant
date of determination.
The
foregoing description of the Merger, 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.
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 Shares in Item 2.01 above will be
exempt from the registration requirements of the Securities Act, in accordance
with Regulation D thereunder.
Item 8.01. Other Events
On April 1, 2026, the
Company issued a press release announcing the closing of the Merger. 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 Merger pursuant to Rule 3-05(b) of Regulation S-X. |
| (b) | Pro forma financial
information is not required in connection with the Merger 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* |
|
Agreement and Plan of Merger, dated March 23, 2026, by and among the Company, Wassaic Merger Sub Inc., World View Enterprises Inc., and Fortis Advisors LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2026). |
| 10.1 |
|
Form of Registration Rights Agreement, dated April 1, 2026, by and among the Company and the signatories thereto. |
| 99.1 |
|
Press Release, dated April 1, 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. |
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: April 1, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Eric Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1
Ondas
Completes Acquisition of World View Enterprises, Establishing a Persistent, AI-Enabled Multi-Domain ISR Platform Across Stratosphere,
Air, and Ground
Transaction
positions Ondas at the forefront of next-generation, AI-enabled defense and security architectures built on persistent, layered intelligence
Expands
access to large and rapidly growing global markets for integrated ISR, autonomous systems, and mission-critical decision platforms
WEST
PALM BEACH, FL / April 1, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider
of autonomous intelligence systems across aerial and ground domains through its Ondas Autonomous Systems (OAS) business unit and private
wireless solutions through Ondas Networks, today announced it has completed its acquisition of World View Enterprises, Inc. (“World
View”), a pioneer in stratospheric intelligence, surveillance, and reconnaissance (ISR) and high-altitude remote sensing.
This
transaction marks a significant step in Ondas’ evolution into a multi-domain, systems-of-systems platform, extending its operational
architecture into the stratosphere and establishing persistent, wide-area intelligence integrated with autonomous sensing and response
capabilities across air and ground domains.
Demand
for persistent, layered ISR and integrated mission systems is accelerating driven by active defense modernization programs and increasing
operational demand for persistent coverage. We believe Defense and homeland security customers are shifting away from siloed platforms
toward software-defined, interoperable architectures capable of delivering continuous intelligence and real-time operational coordination.
With the addition of World View, Ondas is uniquely positioned to address this need with a unified platform that connects detection, collection,
data fusion, and response across distributed environments.
“This
acquisition represents a defining step in building a next-generation ISR architecture,” said Eric Brock, Chairman and CEO of Ondas.
“By integrating persistent stratospheric sensing with autonomous systems and real-time response capabilities, we are creating a
unified, multi-domain platform designed to meet the evolving requirements of modern defense and security operations. We believe the future
of ISR will be defined by integrated, multi-domain architectures—and Ondas is building that platform today.”
World
View’s Stratollite® platform delivers long-endurance, high-altitude sensing capable of persisting over areas of
interest for extended durations, providing continuous, wide-area coverage that complements Ondas’ portfolio of autonomous drones,
counter-UAS systems, and ground-based robotics. Through a strategic partnership among Ondas, World View, and Palantir Technologies, these
capabilities are integrated into a unified, decision-centric architecture that combines persistent sensing with AI-driven data fusion,
real-time decision support, and mission orchestration—transforming distributed data into actionable intelligence and coordinated
operational response at scale.
World
View brings a mature and differentiated stratospheric capability, with proven flight operations and a scalable platform architecture
designed for defense, government, and commercial applications. Its ability to deliver persistent, maneuverable sensing in the stratosphere
provides a critical layer of intelligence that enhances mission effectiveness across a range of use cases, including border security,
critical infrastructure protection, and military operations.
“The
World View team has built a truly differentiated and operationally proven stratospheric platform. I am incredibly proud of what we have
accomplished, and we are honored and excited to join the Ondas team,” said Ryan Hartman, Chief Executive Officer of World View.
“Together, we will execute our shared vision and significantly accelerate our ability to deliver against a strong and growing global
demand environment. We are already seeing meaningful customer demand that continues to build, and with Ondas’ aerial and ground
systems and growth platform along with the integration with Palantir’s AIP platform, we are positioned to rapidly advance and deploy
multi-domain ISR solutions that deliver real operational impact.”
The
combined platform is designed to support customers requiring continuous intelligence, faster decision-making, and coordinated operational
response, enabling more effective mission outcomes in increasingly complex and contested environments. Through a unified architecture,
Ondas can deliver integrated mission workflows that improve operational efficiency while reducing reliance on fragmented, single-purpose
systems.
World
View will operate within Ondas Autonomous Systems, advancing the Company’s strategy to scale its global defense and security business.
The acquisition meaningfully expands Ondas’ addressable market, enhances its positioning in large-scale defense programs, and accelerates
the rollout of its integrated, multi-domain ISR platform to meet rapidly growing demand.
Ondas
will continue to invest in the integration of its sensing, autonomy, and AI-driven software capabilities, alongside Palantir Technologies,
to deliver a unified, software-defined mission platform. The Company is focused on accelerating deployment, expanding customer adoption,
and establishing leadership in next-generation, multi-domain ISR solutions.
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
2,309,934 shares of the Company’s common stock and stock options exercisable for 1,745,000 shares of the Company’s common
stock with an exercise price of $9.02 per share to a total of twenty-six employees newly-hired 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. RSUs representing
1,329,934 shares of the Company’s common stock vest one-third on the closing date, one-third on October 1, 2026 and one-third on
April 1, 2027 and RSUs representing 980,000 shares of the Company’s common stock and stock options representing 1,745,000 shares
of the Company’s common stock vest one-third on April 1, 2027 and then one twelfth quarterly for eight quarters starting on July
1, 2027, 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 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.
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
BIRD: www.birdaero.com and LinkedIn
For
World View: www.worldview.space, X and LinkedIn
For
Ondas Capital: www.ondascapital.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
Media
Contact for World View
World
View Communications
media@worldviewexperience.com
Jack
Taylor PR
worldview@jacktaylorpr.com
