[8-K] Ondas Inc. Reports Material Event
Rhea-AI Filing Summary
Ondas Inc. completed its acquisition of Israeli defense software company Omnisys Ltd., buying 100% of its share capital in an all‑stock deal valued at $196,602,739.73. Consideration consists entirely of Ondas common stock, with part issued at closing and the rest payable in installments.
At closing, Ondas issued Common Stock valued at $25,520,000 (2,726,494 shares) and deposited shares valued at $3,480,000 (371,794 shares) into escrow. A further $142,500,000 of stock will be paid in five equal installments, with the remaining balance delivered in stock on the twenty‑fourth trading day after closing.
Omnisys adds its Battle Resource Optimization (BRO) AI platform for multi‑domain defense planning, with expectations of more than $100 million of high‑margin revenue over 2026 and 2027. Ondas agreed to register the resale of the shares issued to Omnisys sellers, who are subject to a daily volume cap of 15% of average trading volume.
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Insights
Ondas is making a large, all‑stock push into AI defense software via the Omnisys deal.
The acquisition of Omnisys for roughly $196.6 million in stock shifts Ondas further into AI‑driven command and control software. Omnisys’ BRO platform already supports multi‑domain missions and is described as combat‑proven with a global NATO‑aligned customer base.
Economically, Omnisys expects more than $100 million of high‑margin revenue over 2026–2027, which is meaningful against the purchase price. However, the consideration is entirely in Ondas shares, creating dilution and a future resale overhang, partly mitigated by a 15% average‑daily‑volume cap on seller sales.
The attached registration rights allow Omnisys’ sellers to resell both the initial shares and additional stock via prospectus supplements under Rule 424(b)(7). Subsequent Ondas filings and reported results for 2026 and 2027 will show how effectively BRO integrates across Ondas’ systems and whether Omnisys’ revenue expectations are realized.
8-K Event Classification
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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Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 21, 2026 (the “Closing Date”), Ondas Inc. (the “Company”) completed the previously announced acquisition of Omnisys Ltd., a company organized under the laws of the State of Israel (“Omnisys”), pursuant to the Share Purchase Agreement, dated as of May 16, 2026 (the “Agreement”), by and among the Company, Omnisys, Omnisys’ shareholders listed on Exhibit A thereto (the “Sellers”), and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement) and not in any personal capacity.
In accordance with the terms of the Agreement, the Company acquired 100% of the issued and outstanding shares capital of Omnisys (the “Acquisition”), for an aggregate purchase price of $196,602,739.73 of shares of the Company’s common stock (“Common Stock”), par value $0.0001 per share (the “Purchase Price”), of which (i) Common Stock valued at $25,520,000 (2,726,494 shares) were issued and $3,480,000 (371,794 shares) were deposited into escrow at closing (the “Shares”) and (ii) $142,500,000 of Common Stock shall be paid in five equal installments within twenty days following the closing of the Acquisition, and (iii) the balance of the Purchase Price shall be paid in Common Stock on the twenty-fourth Trading Day (as defined in the Agreement) following the closing of the Acquisition (collectively, the “Additional Stock Consideration”).
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 fifteen percent (15%) 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.
Also on May 21, 2026, the Company entered into a Registration Rights Agreement, by and among the Company and the Sellers (the “Registration Rights Agreement”). 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 Sellers of such issued Shares and Additional Stock Consideration, as applicable, subject to the trading limitation discussed above.
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, 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 shares of the Common Stock in Item 2.01 above will be exempt from the registration requirements of the Securities Act, in accordance with Regulation S thereunder, for sales to non-U.S. investors outside of the United States.
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Item 7.01 Regulation FD Disclosure.
On May 21, 2026, the Company issued an investor 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 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 May 16, 2026, by and among the Company, Omnisys Ltd., shareholders listed on Exhibit A thereto, and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (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 May 18, 2026). | |
| 5.1 | Opinion of Snell & Wilmer L.L.P. (Nevada Counsel) | |
| 10.1* | Registration Rights Agreement, dated May 21, 2026, by and between the Company and the signatories thereto. | |
| 23.1 | Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1). | |
| 99.1 | Fact Sheet, dated May 21, 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: May 21, 2026 | ONDAS INC. | |
| By: | /s/ Eric Brock | |
| Eric A. Brock | ||
| Chief Executive Officer | ||
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Exhibit 99.1
NASDAQ: ONDS www.ondas.com | www.omnisys.co.il ABOUT OMNISYS Omnisys is a leading global provider of combat - proven optimization software for multi - mission and multi - domain defense planning and real - time decision - making. The company has maintained a long - standing track record of profitable operations without reliance on external capital. At the core of Omnisys' offering is the Battle Resource Optimization (BRO) platform — a modular, scalable, and vendor - agnostic software suite that integrates data from multiple sensors, platforms, and C2 systems, applying advanced AI and operations research to generate optimized courses of action in real time. BRO supports the full operational cycle: pre - mission planning, in - mission dynamic adaptation, and post - mission debriefing. TRANSACTION INSIGHTS Expands Ondas into AI - enabled battlefield software based on one of the most combat proven technology Adds a proven, revenue generating AI software platform to the Ondas technologies Establishes BRO as a central mission optimization layer across all Ondas systems Transitions Ondas to a full systems of systems orchestrator, and will integrate to US defense system Omnisys expects more than $100 million in revenue, with high margins over the course of 2026 and 2027 ONDAS ACQUIRES OMNISYS Adding AI - Powered Mission and Battlefield Management & Optimization Capabilities Ondas Inc. (NASDAQ: ONDS) acquires 100% of Omnisys Ltd., an Israeli developer of AI - powered Battle Resource Optimization (BRO) software for multi - mission and multi - domain defense planning and real - time operational decision - making. Omnisys brings combat - proven performance and a global customer base spanning NATO and allied defense organizations. The acquisition will establish BRO as a central mission optimization and orchestration layer across Ondas portfolio system transitioning the Company from a platform provider into a fully integrated, software - driven systems of systems operator.
NASDAQ: ONDS INTEGRATION WITHIN ONDAS AUTONOMOUS SYSTEMS Omnisys BRO is expected to operate as the intelligent command layer across Ondas's systems of systems architecture, enabling closed - loop sense - decide - act operations spanning ISR, strike, electronic warfare, and air defense missions. 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. 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 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.omnisys.co.il BRO CORE TECHNOLOGY PLATFORM The Battle Resource Optimization (BRO) platform is Omnisys' proprietary AI - driven software suite for multi - domain, multi - mission defense planning and execution. BRO operates as an intelligent orchestration layer above existing C2 systems, integrating data from sensors, platforms, and command systems into a unified operational picture — then applying AI and operations research to generate optimized courses of action in real time. Pre - Mission: Optimal force build - up, asset positioning, and CONOPS planning In - Mission: Real - time recommendations and dynamic resource reallocation Post - Mission: Automated debriefing, analysis, and lessons - learned reporting Vendor - Agnostic: Integrates with any US defense systems Multi - Domain: Space · Air · Sea · Land · Spectrum — all within a single platform BRO MISSION APPLICATIONS Optimizes multi - layer Ground - Based Air Defense (GBAD) and Counter - UAS operations. Supports multi domain sensors, GBAD Multi Tier defense effectors and fighter aircraft in coordinated real - time engagements. Deployed operationally at dense battle field operations. Scales from single - battery tactical deployment to national - level multi - layer defense. BRO - AD Air Defense & C - UAS Provides real - time spectrum management (NAVWAR), ELINT mission planning, and intelligence - gathering optimization. Enables multi - sensor fusion for full situational awareness across complex electromagnetic environments. Supports planning, execution, and debriefing of EW and intelligence missions at tactical and operational levels. BRO - EW / BRO - IG Electronic Warfare & ISR Optimizes radar and sensor placement for air surveillance and border protection missions. AI - driven threat detection, resource allocation, and loitering munition coordination across national borders and critical infrastructure. Deployable on ruggedized field hardware for tactical operations. BRO - AS / BRO - Border Air Surveillance & Border Security