false
0001646188
0001646188
2026-03-16
2026-03-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 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 March 16, 2026, Ondas Inc. (the
“Company”) completed the acquisition of Rotron Aerospace Ltd. (“Rotron”), a UK-based developer of advanced
unmanned aerial systems and long-range autonomous platforms designed for extended-reach operations and autonomous strike missions
(“Acquisition”).The Acquisition was pursuant to the Sale and Purchase Agreement (the “Agreement”), by and
among the Company, Gilo Holdings Ltd., a private limited company existing under the laws of England and Wales (“Gilo”)
and indirect owner of Rotron, and the shareholders of Gilo (the “Shareholders”).
In accordance with the terms of the Agreement, the Company acquired 100% of the issued share capital of Gilo, for a purchase price of
(i) approximately $6,662,046 in cash and (ii) 3,334,753 shares (the “Shares”) of the Company’s common stock, par value
$0.0001 per share (“Common Stock”). Pursuant to the Agreement, the Shareholders agreed, subject to certain customary exceptions,
not to sell, transfer or dispose of 659,731 of the Shares for a period of twelve (12) months after the closing of the Acquisition (“Lock-Up”).
Additionally, on March 16, 2026, the Company entered into a Registration Rights Agreement, dated March 16, 2026, by and among the Company
and the Shareholders (the “Registration Rights Agreement”), and the Shareholders agreed to be subject to daily trading volume
limitations, whereby all such Shareholders may not sell, in the aggregate, any Common Stock issued to such Shareholders 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 “Trading Limitation”). Also,
pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission 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 Shareholders of such issued Shares, subject to the Lock-Up and Trading Limitation discussed above.
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 the Shares
(as defined above) in Item 2.01 is exempt from the registration requirements of the Securities Act in accordance with Regulation
S thereunder.
Item
8.01 Other Events.
Also on March 16, 2026, the Company issued
a press release announcing the Acquisition. 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 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 |
| 5.1 |
|
Opinion of Snell &
Wilmer L.L.P. (Nevada counsel) |
| 23.1 |
|
Consent of Snell &
Wilmer L.L.P. (Nevada counsel) (included in Exhibit 5.1). |
| 99.1 |
|
Press Release, dated March 16, 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 16, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Eric A. Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1
Ondas Completes Acquisition of Rotron Aerospace
Ltd., Expanding Long-Range Propulsion Technologies for Advanced Unmanned Systems for Defense
UK-Based Rotron Aerospace Strengthens Ondas’
Systems of Systems Architecture with Unmanned Aircraft Platforms, Aero-Engine Technologies, and Long-Endurance Autonomous Mission Capabilities
Expands Ondas’ Strategic Footprint Within
the UK and NATO Ecosystems, Providing Fast-Track Access to Major Programs Through Deep-Rooted Relationships with the UK Ministry of Defence
Establishes a UK Industrial Base for Advanced
Unmanned Systems Supporting NATO Programs and Allied Defense Localization Initiatives
WEST PALM BEACH, FL
and LONDON, UK / March 16, 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 the completion of its acquisition of Rotron Aerospace Ltd. (Rotron), a UK-based
developer of advanced unmanned aerial systems and long-range autonomous platforms designed for extended-reach operations and autonomous
strike missions.
The acquisition expands Ondas’ capabilities
across a range of unmanned aircraft technologies supporting long-endurance operations and mission-ready autonomous systems. Rotron's portfolio
includes vertical take-off and landing (VTOL) platforms, long-range unmanned aircraft, advanced aero-engines, and integrated propulsion
systems known for their high power-to-weight efficiency and reliability in demanding aerospace and defense environments. With the transaction
now complete, Rotron will be Ondas’ UK-based go-to-market platform, strengthening Ondas Autonomous Systems’ ability to design,
develop, and scale next-generation unmanned systems supporting defense, security, and critical infrastructure missions.
“Rotron adds specialized propulsion and
aircraft engineering expertise that enhances the performance and operational range of autonomous systems across our portfolio,”
said Eric Brock, Chairman and CEO of Ondas. “Their engineering capabilities and proven technologies complement the platforms we
are developing across aerial, ground, and counter-drone systems and support our strategy to deliver integrated autonomous solutions for
mission-critical environments.”
“Rotron’s propulsion and aircraft
engineering capabilities represent a critical addition to the Ondas Autonomous Systems platform,” said Eric Brock, Chairman and
CEO of Ondas. “Their advanced aero-engine technologies and long-range unmanned aircraft significantly expand the endurance and operational
reach of next-generation autonomous systems. The acquisition also strengthens Ondas’ position within the UK defense ecosystem, providing
a foundation for localized development and production that supports our broader strategy of delivering advanced autonomous capabilities
across NATO and allied markets.”
Rotron has developed a portfolio of unmanned aircraft
and propulsion technologies designed for missions where endurance, autonomy, and operational flexibility are critical. Its systems include
long-endurance VTOL aircraft and next-generation autonomous aerial platforms powered by proprietary aero-engines and propulsion systems
engineered for performance in demanding operational environments. By integrating Rotron's aircraft and propulsion technologies with the
broader Ondas Autonomous Systems portfolio, Ondas expects to further advance the development of long-range unmanned platforms and autonomous
mission systems designed for modern defense and security operations.
“Joining Ondas provides an opportunity to
scale our unmanned aircraft and propulsion technologies within a broader autonomous systems platform,” said Gilo Cardozo, Founder
and CTO of Rotron. “We look forward to supporting the continued development of advanced unmanned systems and contributing to Ondas’
mission of delivering high-performance autonomous solutions.”
The completion of the Rotron acquisition further
supports Ondas’ strategy of building a comprehensive portfolio of autonomous technologies that enable sensing, autonomy, and mission
execution across multiple operational domains.
Ondas will provide outlook information regarding
Rotron 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
