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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)
March 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 3.02 Unregistered Sales of Equity Securities.
The disclosure included in Item 8.01 of this Current
Report on Form 8-K is incorporated herein by reference. The issuances of the Shares (as defined below) in Item 8.01 below is exempt from
the registration requirements of the Securities Act of 1933, as amended, in accordance with Regulation S and Regulation D thereunder.
Item 7.01 Regulation FD Disclosure.
On March 11, 2026, Ondas Inc. (the “Company”)
issued a fact sheet regarding the Acquisition (as defined below). 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 of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
On
March 11, 2026, the Company filed with the U.S. Securities and Exchange Commission a prospectus
supplement to its effective registration statement on Form S-3ASR (File No. 333-290121) covering the resale from time to time by
certain stockholders of 6,933,110 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per
share. Such stockholders acquired the Shares in connection with the Company’s acquisition of 100% of the issued and
outstanding share capital of Bird Aerosystems Ltd., a company organized under the laws of the State of Israel (the
“Acquisition”). A copy of the legal opinion of Snell &
Wilmer L.L.P. relating to the legality of the Shares is attached as Exhibit 5.1
hereto.
Also
on March 11, 2026, the Company issued a press release announcing the Acquisition. A copy of the press release is attached as Exhibit 99.2
and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Snell & Wilmer L.L.P. |
| 23.1 |
|
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1). |
| 99.1 |
|
Fact Sheet, dated March 11, 2026. |
| 99.2 |
|
Press Release, dated March 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: March 11, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1
Exhibit 99.2
Ondas Acquires BIRD Aerosystems to Expand Airborne
Missile Protection and ISR Capabilities
Entry into the airborne missile protection
market for unmanned aerial systems (UAS) and aircraft through a globally deployed aircraft protection platform installed on more than
700 aircraft across 40+ aircraft types serving U.S. Army, NATO, leading armed forces in APAC and UN aviation fleets including advanced
Laser Countermeasure systems designed to defeat modern missile threats.
Acquisition adds advanced sensing, mitigation,
and mission command-and-control technologies to Ondas’ platform, supporting counter-UAS operations, border protection, maritime
surveillance, and airspace monitoring missions
WEST PALM BEACH, FL / March 11, 2026 / Ondas
Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground robot
intelligence through its Ondas Autonomous Systems (OAS) business unit and private wireless solutions through Ondas Networks, today announced
that it has acquired BIRD Aerosystems, a global leading developer and provider of Airborne Missile Protection Systems (AMPS) and airborne
intelligence, surveillance and reconnaissance (ISR) solutions for military, government and homeland security customers worldwide. The
acquisition marks Ondas’ entry into the airborne and unmanned aerial systems (UAS), missile protection market, adding a new layer
of defense technologies applicable to defense and security markets and complementing the Company’s growing technological portfolio
of autonomous systems of systems architecture including counter-UAS capabilities, and mission intelligence solutions.

“BIRD Aerosystems adds an important and
highly differentiated capability to the Ondas defense technology platform,” said Eric Brock, Chairman and CEO of Ondas. “Their
globally deployed aircraft protection systems and advanced airborne ISR mission technologies significantly expand our footprint in airborne
defense markets while strengthening our ability to deliver integrated multi-domain mission solutions. By combining BIRD’s sensing,
mitigation and command-and-control capabilities with Ondas’ autonomous aerial systems, counter-UAS technologies and robotic platforms,
we are advancing our strategy of building a comprehensive defense architecture designed to address the evolving security challenges facing
defense and homeland security operators worldwide.”
Founded in Israel in 2001, BIRD Aerosystems
has established itself as a leading developer of airborne defense technologies designed to protect aircraft and deliver advanced
mission intelligence capabilities. The company’s aircraft protection systems are installed on more than 700 airborne platforms
across over 40 aircraft types, supporting defense, government and special mission aviation operators including the U.S. Army, NATO
forces, leading air forces that are part of APAC and United Nations aviation fleets. BIRD’s technologies have been deployed
operationally in numerous global conflict zones and high-risk operational environments.
BIRD Aerosystems operates across two primary technology
pillars: Airborne Missile Protection Systems (AMPS) and Airborne Surveillance, Intelligence and Observation (ASIO) mission systems. The
company’s AMPS platform integrates BIRD’s unique advanced missile warning sensors and Directional Infrared Countermeasure
(DIRCM) technologies designed to detect, confirm and neutralize incoming missile threats such as MANPADS, protecting aircraft operating
in high-risk environments.
In parallel, BIRD’s ASIO solutions provide
advanced airborne ISR and mission management capabilities combining multi-mode radar, electro-optical sensors, communications intelligence
and data fusion technologies. These systems support complex surveillance missions including border protection, maritime patrol, infrastructure
monitoring and airspace security, delivering real-time intelligence to ground-based command and control centers.
Following its integration with Ondas, BIRD Aerosystems
will also expand its technologies into the rapidly growing market of unmanned aerial platform protection, enabling advanced missile protection
solutions designed for next-generation unmanned aircraft systems. The expansion will support the growing demand for protection of autonomous
aerial platforms operating in contested environments.
“Ondas is building a unique platform combining
autonomous systems, advanced sensing technologies and mission intelligence capabilities designed to address modern defense and security
challenges,” said Oshri Lugassy, Co-CEO of Ondas Autonomous Systems. “BIRD Aerosystems brings combat-proven airborne technologies
used by defense operators worldwide. Integrating BIRD’s ISR, sensing and aircraft protection technologies into our ecosystem is
expected to significantly strengthen our ability to deliver integrated solutions across counter-UAS defense, border security, airspace
monitoring and national security missions.”
The acquisition continues Ondas’ strategy
of expanding its global defense technology platform through targeted acquisitions of mission-critical technologies that enhance ISR, airspace
defense, counter-UAS operations and autonomous security systems across NATO and allied markets. Together with Ondas’ complementary
technologies, the addition of BIRD Aerosystems further strengthens Ondas’ systems-of-systems defense architecture. By integrating
airborne sensing, aircraft protection technologies, autonomous ISR drones, counter-UAS capabilities and robotic ground platforms, Ondas
is building a unified defense ecosystem designed to support multi-domain missions across air, ground and sensing environments.
Ondas will provide outlook information regarding
BIRD Aerosystems on its earnings conference call scheduled for Wednesday, March 25, 2026 at 8:30 a.m. Eastern Time.
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 (OAS), 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 (“OAS”)
delivers a portfolio of AI-powered defense and security platforms deployed globally to protect sensitive sites, populations, and
critical infrastructure. Through its operating companies-American Robotics, Airobotics, Apeiro Motion, Roboteam Ltd., 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.
Ondas Capital plans to combine advisory services
and strategic investment management services to accelerate the rapid scaling and global deployment of unmanned and autonomous systems
to Allied defense and security markets.
Ondas Networks provides software-defined wireless
broadband technology through its FullMAX platform, based on the IEEE 802.16t standard. This standards-based system delivers high-performance
connectivity for mission-critical IoT applications in markets such as rail, utilities, oil and gas, transportation, and government.
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, 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