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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 24, 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 24, 2026 (the “Closing Date”), Ondas Inc. (the “Company”) completed the previously announced merger
of Project Cyclone Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), with
Mistral, Inc., a Delaware corporation (“Mistral”), pursuant to that certain Agreement and Plan of Merger (the
“Agreement”), dated March 8, 2026, by and among the Company, Merger Sub, Mistral, and Shoshana Banai (the
“Stockholder”).
In
accordance with the terms of the Agreement, on the Closing Date, Merger Sub merged with and into Mistral, with Mistral continuing as
the surviving entity and a wholly owned subsidiary of the Company (the “Merger”), for an aggregate amount of
approximately $175,000,000, comprised of (i) 1,567,735 shares of the
Company’s common stock (“Common Stock”), par value $0.0001 per share, issued to the Stockholder, (ii)
261,289 shares of Common Stock deposited into an escrow account (the “Escrow Account”) for the
purpose of securing certain post-closing adjustment and indemnification obligations of the Stockholder, (iii)
783,867 shares of Common Stock deposited into an escrow account
(the “Deferred Consideration Escrow Account”), which shall be released to the Stockholder in three installments of fifty percent (50%), twenty-five percent (25%), and twenty-five percent (25%), respectively, on the first
three anniversaries of the Closing Date, and (iv) the Additional Consideration (as defined below).
Pursuant
to the Agreement, the Company shall issue additional Common Stock, of which (i) $90,000,000 of Common Stock shall
be issued to the Stockholder, (ii) $15,000,000 of Common Stock shall be deposited into the Escrow Account, and (iii) $45,000,000 of Common
Stock shall be deposited into the Deferred Consideration Escrow Account, in an additional six equal installments within twenty (20) Business
Days (as defined in the Agreement) following the Closing Date (together, the “Additional Consideration”).
Also
on April 24, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), by and
among the Company and the Stockholder. Pursuant to the Registration Rights Agreement, the Company agreed that within one (1) Business
Day of each issuance of Common Stock to the Stockholder, it shall 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 Stockholder of such issued shares of Common Stock, subject to the trading limitation discussed below.
Pursuant
to the Registration Rights Agreement, the Stockholder shall be subject to daily trading volume limitations, whereby the Stockholder may
not sell any Common Stock issued to the Stockholder pursuant to the Agreement on any trading market in any single trading day to the
extent such sales would exceed ten percent (10%) 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.
The
foregoing description of the Merger, 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 of 1933, as amended (the “Securities
Act”), in accordance with Regulation D thereunder, as a transaction by an issuer not involving any public offering.
Item
8.01. Other Events.
Also
on April 24, 2026, the Company issued a press release announcing 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 8, 2026, by and among the Company, Project Cyclone Merger Sub Inc., Mistral, Inc., and Shoshana Banai (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 9, 2026). |
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P. (Nevada Counsel) |
| 10.1 |
|
Registration Rights Agreement, dated April 24, 2026, by and between the Company and the Stockholder. |
| 23.1 |
|
Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated April 24, 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 24, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/
Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1
Ondas Completes Merger of U.S. Defense Prime
Contractor Mistral, Brings Programs in Excess of $1
Billion and Expands Direct Prime Participation Across U.S. Department of War Programs
Establishes Direct Access to U.S. Army and Special
Operations IDIQ Contract Vehicles and Expands Domestic Manufacturing and Integration Capabilities
Transaction Strengthens Ondas’ Position
as a Next-Generation Defense Prime, Accelerating Deployment of Autonomous Systems Across U.S. Defense and Homeland Security Markets
Adds Approximately $264 million to
Ondas’ Backlog; Ondas Pro Forma Backlog, Adjusted for the
Mistral and World View Acquisitions, was $457 Million as of March
31, 2026
WEST PALM BEACH, FL / April 24, 2026 / Ondas
Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground-based
intelligence systems through its Ondas Autonomous Systems (OAS) business
unit and private wireless solutions through Ondas Networks, today announced it has completed its merger of Mistral
Inc. (“Mistral”), a U.S.-based defense prime contractor with decades of experience supporting U.S. military, federal, and
public safety programs.
The merger, valued at $175 million, provides the
Company with direct prime contractor access to U.S. Army and Special Operations contract vehicles, while adding U.S.-based manufacturing,
integration, and federal contracting infrastructure. The transaction marks a significant step in Ondas’ strategy to expand direct
participation in large-scale U.S. government programs.
Mistral brings established relationships across
U.S. defense and homeland security agencies, as well as a proven track record delivering mission-critical technologies into operational
environments. Mistral will support and expand its existing programs, customers and partner relationships while forming a dedicated program
capture arm for Ondas in the U.S., establishing a focused capability to deliver, support, and scale the deployment of Ondas’ integrated
systems across defense and homeland security customers. The combination accelerates Ondas’ ability to deploy integrated autonomous
systems, including aerial platforms, counter-UAS technologies, and ground robotics, directly into U.S. defense programs.
“This merger marks a significant step in
positioning Ondas as a fully integrated defense prime contractor, accelerating our expansion across the U.S. defense market,” said
Eric Brock, Chairman and CEO of Ondas. “Mistral brings established access to key contract vehicles, a U.S.-based manufacturing and
integration footprint, and deep customer relationships across UAVs, loitering munitions, and ground robotics—directly aligned with
the core segments of our platform. Together, we are strengthening our ability to deliver mission-ready systems to U.S. government customers
at scale.”
“Mistral has already captured programs exceeding
$1 billion in value and is expected to be a meaningful contributor to revenue growth and EBITDA leverage as we scale our U.S. operations,”
Brock added.
With Mistral’s position as a prime contractor
on established U.S. Army IDIQ programs and its role supporting advanced soldier and tactical systems initiatives, Ondas is now structurally
positioned to pursue larger program awards and accelerate technology integration to program-of-record deployment. The addition of U.S.-based
production and contract execution capabilities also strengthens Ondas’ ability to meet procurement requirements tied to domestic
manufacturing, supply chain security, and long-term sustainment.
As of March 31, 2026, Ondas estimates its backlog
with orders in hand was $177 million, an increase from $68 million at December 31, 2025. Mistral had $264 million in contracted backlog
as of April 21, 2026 and World View Enterprises (“World View”), which was acquired on April 1, 2026, had contracted backlog
of $16 million at closing. Ondas’ pro forma backlog as of March 31, 2026, was $457 million, adjusted for the addition of Mistral and World
View.
For additional information regarding the merger,
please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today. In connection with the
merger, the Company approved inducement grants of restricted stock units (RSUs) representing 1,245,263 shares of the Company’s common
stock to a total of 58 employees newly-hired in connection with the merger. 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. The RSUs will vest in twelve (12) equal quarterly installments through the third
anniversary of the closing date, 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
