Ondas Inc. (NASDAQ: ONDS) closes Cyberhawk deal, adds AI drone inspection
Rhea-AI Filing Summary
Ondas Inc. completed the previously announced acquisition of Cyberhawk Holdings Limited on August 10, 2026, acquiring 100% of Cyberhawk’s share capital for $118.2 million in cash plus 581,732 shares of Ondas common stock. These shares are subject to a one-year transfer restriction and further constrained for eighteen months by a Registration Rights and Lock-Up Agreement that limits daily resales to each seller’s pro rata portion of 10% of average daily trading volume. Ondas agreed to file a Rule 424(b)(7) prospectus supplement to register the resale of these shares. In connection with the deal, Ondas granted 1,601,593 RSUs and stock options for 1,290,000 shares at $9.11 to 47 new employees, with multi‑year time-based vesting schedules.
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Filing Explained
The
8-K Event Classification
4 items: 2.01, 3.02, 8.01, 9.01
4 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Cash consideration: $118.2 million
Share consideration: 581,732 shares
Initial lock-up period: 1 year
+5 more
8 metrics
Cash consideration
$118.2 million
Cash paid by Ondas to acquire 100% of Cyberhawk’s share capital
Share consideration
581,732 shares
Ondas common stock issued as part of Cyberhawk purchase price
Initial lock-up period
1 year
Period after completion during which issued shares may not be transferred without consent
Trading limit period
18 months
Duration of volume-based resale limits under Registration Rights and Lock-Up Agreement
Daily volume cap
10% of average daily trading volume
Maximum aggregate daily resale, allocated pro rata among Cyberhawk sellers
Inducement RSUs
1,601,593 shares
Total RSUs granted to 47 newly hired employees in connection with the acquisition
Inducement stock options
1,290,000 shares
Options granted to new employees with time-based vesting
Option exercise price
$9.11 per share
Exercise price for the 1,290,000 inducement stock options
Key Terms
Registration Rights and Lock-Up Agreement, Regulation D, Regulation S, Rule 424(b)(7), +2 more
6 terms
Registration Rights and Lock-Up Agreement regulatory
"the Company entered into a Registration Rights and Lock-Up Agreement with the Sellers"
Regulation D regulatory
"exempt from the registration requirements of the Securities Act in accordance with Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Regulation S regulatory
"and Regulation S, as sales to non-U.S. investors outside of the United States"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Rule 424(b)(7) regulatory
"file with the Securities and Exchange Commission a prospectus supplement pursuant to Rule 424(b)(7)"
Nasdaq Rule 5635(c)(4) regulatory
"granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception"
NASDAQ Rule 5635(c)(4) is a listing standard that requires a company to obtain shareholder approval before issuing a substantial number of new shares or convertible securities in certain financing or insider-related transactions that would materially dilute existing holders. It matters to investors because the vote gives shareholders a check on deals that could significantly change ownership stakes or voting power—like a homeowners’ association approving a major renovation that affects the whole neighborhood’s value.
average daily trading volume financial
"ten percent (10%) of the average daily trading volume of the Common Stock"
The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Ondas Inc. (ONDS) acquire and when was the deal completed?
Ondas Inc. acquired 100% of Cyberhawk Holdings Limited, a drone-enabled inspection and AI asset intelligence provider, with completion on August 10, 2026. Cyberhawk adds software-enabled inspection, AI analytics and global critical infrastructure customers to Ondas’ autonomous systems platform.
What is the purchase price Ondas (ONDS) paid for Cyberhawk?
Ondas acquired Cyberhawk for $118.2 million in cash plus 581,732 shares of Ondas common stock. This mix of cash and stock transfers full ownership of Cyberhawk’s issued and outstanding share capital to Ondas.
What inducement equity awards did Ondas (ONDS) grant in connection with the Cyberhawk deal?
Ondas approved inducement grants of 1,601,593 RSUs and stock options for 1,290,000 shares at $9.11 to 47 new employees. These awards vest over multiple years, subject to continued employment, under Nasdaq Rule 5635(c)(4).
How do the new Ondas (ONDS) RSUs from the Cyberhawk acquisition vest?
RSUs for 1,097,687 shares vest semi-annually over two years, 460,000 shares vest one-third on August 10, 2027 then in eight quarterly installments, and 43,906 shares vested on the closing date, each subject to continued employment.
What is the vesting schedule of the new Ondas (ONDS) stock options tied to the Cyberhawk acquisition?
Ondas granted options for 1,290,000 shares with a $9.11 exercise price. These options vest one-third on August 10, 2027, then in 24 equal monthly installments thereafter, contingent on each employee’s continued employment with the company.