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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)
February 11, 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 7.01. Regulation FD Disclosure.
On February 11, 2026, Mark Green,
Global Head of Corporate Development and Mergers and Acquisitions of Ondas Inc. (the “Company”), was quoted regarding the
Company entering into a definitive agreement to acquire Rotron Aerospace, a UK-based developer of advanced unmanned aerial systems and
long-range autonomous platforms designed for extended-reach operations and autonomous strike missions (“Rotron”). A copy of
Rotron’s press release, dated February 11, 2026, is furnished and attached hereto as Exhibit 99.1.
The information furnished pursuant
to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities and 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 filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Rotron Aerospace Press Release, dated February 11, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 11, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1

Rotron to Accelerate Global Defence Growth Through Strategic Combination
with Ondas Inc.
Transaction to enable Rotron to scale delivery of long-range, cost-effective
autonomous defence systems for UK and allied forces worldwide.
Following the announcement by Ondas Inc. (Nasdaq: ONDS), Rotron Aerospace
issues the following statement regarding the strategic combination and its impact on UK and allied defence capability.
LONDON, UK / 09 February 2026 — Rotron, a UK-based advanced
defence technology company, has entered into a strategic agreement under which it will be acquired by Ondas Inc. (Nasdaq: ONDS), enabling
the next phase of Rotron’s growth as a global provider of long-range autonomous defence systems.
The transaction represents a major milestone in Rotron’s evolution
and is expected to significantly strengthen its ability to deliver scalable, mission-critical unmanned and autonomous capabilities to
defence and security customers across the UK, NATO and allied markets. Upon completion, Rotron will join Ondas Autonomous Systems, integrating
its long-range unmanned aerial vehicles, autonomous strike platforms and proprietary propulsion technologies into a broader system-of-systems
architecture designed for modern contested operational environments.
Founded in the UK and operating at the intersection of propulsion,
autonomy and platform design, Rotron has built a strong reputation for delivering high-performance, attritable unmanned systems optimised
for range, manufacturability and operational resilience. The acquisition will position Rotron to meet growing global demand for cost-effective
autonomous technologies that reduce risk to personnel while enabling extended reach and persistence in high-threat environments.
Rotron’s portfolio includes
long-endurance dual-use vertical take-off and landing systems and next-generation uncrewed combat aerial vehicles designed for precision
autonomous engagement. Flagship platforms such as the Talon multi-role VTOL series and the Defendor one-way autonomous attack system reflect
Rotron’s vertically integrated approach to platform design. Talon incorporates a proprietary three-bladed rotor head system optimised
for endurance, stability and manufacturability, while Defendor is powered by Rotron’s proprietary engines and fan-drive systems,
delivering tightly integrated performance tailored to demanding defence missions.
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+44
(0)1747 440 510 | INFO@ROTRONAERO.COM | ROTRONAERO.COM
REGISTERED IN ENGLAND NO. 07120913 | VAT REGISTRATION GB 156718584 |

Gilo
Cardozo, Founder and Chief Technology Officer of Rotron, said:
“This marks a defining moment in Rotron’s journey
and our vision for the future of unmanned systems. By combining our propulsion-led engineering, aerial platforms and rapid industrialisation
capability with Ondas’ autonomous systems architecture and global reach, we will gain the scale and network to deliver more capability,
faster, for allied defence customers worldwide. Rotron’s mission, team and engineering culture remain unchanged - this partnership
will enable us to accelerate innovation and expand our impact for the UK and its allies.”
Operating within the UK defence ecosystem, Rotron brings an established
presence in UK and allied markets, alongside strong relationships across Ministry of Defence and NATO environments. Its vertically integrated
model supports rapid prototyping through to full industrialisation, enabling sovereign capability to be fielded at pace and scale.
Mark Green, Global Head of Corporate Development and Mergers and Acquisitions
at Ondas Inc., said:
“Rotron brings elite engineering talent, advanced propulsion
technology and mission-specific platforms that are expected to significantly expand our defence solutions portfolio. The business establishes
a vital footprint within the UK and NATO ecosystems and directly supports our strategy to deliver integrated, long-range autonomous systems
for modern military operations.”
Following completion of the transaction, Rotron will continue to operate
from the UK, retaining its engineering, manufacturing and programme delivery teams. The business will maintain its focus on supporting
existing customers and partners while benefiting from increased investment, global reach and access to a broader autonomous systems portfolio
within Ondas Autonomous Systems.
The transaction is subject to customary closing conditions and regulatory
approvals. Consideration will be paid in a combination of cash and stock.
– ENDS –
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+44
(0)1747 440 510 | INFO@ROTRONAERO.COM | ROTRONAERO.COM
REGISTERED IN ENGLAND NO. 07120913 | VAT REGISTRATION GB 156718584 |

About Rotron (Rotron Aerospace Limited)
Rotron is an advanced defence technology company which exists to create
a safer world by transforming defence with relentless innovation. Founded in the UK in 2008, the company develops high-performance unmanned
aerial systems, autonomous platforms and complementary propulsion technologies.
With vertically integrated engineering and manufacturing capabilities,
Rotron delivers long-endurance UAVs, autonomous strike effectors and scalable unmanned assets designed for extended reach and contested
operations. The company is trusted by the world’s leading defence and aerospace organisations to safeguard missions, reshape aerospace
platforms, and deliver sovereign capability at speed and scale.
About Ondas Inc.
Ondas Inc. (Nasdaq: ONDS) is a leading provider of autonomous systems
and private wireless solutions through its business units Ondas Autonomous Systems, Ondas Capital and Ondas Networks. Ondas technologies
offer a powerful combination of aerial intelligence and next-generation connectivity to enhance security, operational efficiency, and
data-driven decision-making across essential industries.
Ondas Autonomous Systems delivers a portfolio of AI-powered defence
and security platforms deployed globally to protect sensitive sites, populations and critical infrastructure. Through its operating companies
- American Robotics, Airobotics, Apeiro Motion, Roboteam, and Sentrycs - OAS provides an integrated suite of autonomous aerial, ground,
and counter-UAS solutions. These include the Optimus System, the first FAA-certified small UAS for fully automated aerial security and
data capture; Iron Drone Raider, an autonomous counter-UAS interception platform; Roboteam’s combat-proven tactical ground robotic systems
for military and special operations forces; Apeiro Motion’s advanced ground robotics and tethered UAV systems with proprietary navigation
and communications technologies; and Sentrycs’ Cyber-over-RF (CoRF) and protocol-manipulation counter-UAS solutions.