false
0001646188
0001646188
2026-03-23
2026-03-23
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 23, 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
1.01. Entry into a Material Definitive Agreement.
On
March 23, 2026, Ondas Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”), by
and among the Company, Wassaic Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”),
World View Enterprises Inc., a Delaware corporation (the “World View”), and Fortis Advisors LLC, a Delaware limited liability
company, in its capacity as the Representative (as defined in the Agreement).
The
Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, Merger Sub shall merge with and into
World View, with World View continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”).
At the closing of the Merger, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate
amount of $150,000,000, subject to certain adjustments set forth in the Agreement, comprised of up to approximately $129,500,000 of shares of the Company’s
common stock, par value $0.0001 per share (the “Shares”), of which Shares having a value equal to $1,000,000 shall be deposited
into an escrow account for the purpose of securing any post-closing purchase price adjustments owed by the Stockholders (as defined in
the Agreement), as set forth in the agreement. In the Company’s sole discretion, the Company may pay cash in the amount equal to the value
of the Shares that would have otherwise been issued to any Non-Accredited Stockholder (as defined in the Agreement).
The
Shares issued pursuant to the Merger are to be registered for resale pursuant to a registration rights agreement to be entered into at
closing of the Merger, which is attached as Exhibit E of the Agreement.
Each
of the Company and World View has provided customary representations, warranties and covenants in the Agreement. The completion of the
Merger is subject to various closing conditions, including: (a) the requisite consent of the Stockholders being obtained; (b) Stockholders
holding 10% or more of the issued and outstanding shares of World View shall not have asserted their appraisal or dissenters rights in
connection with the Merger; (c) the absence of any applicable laws, judgment, injunction, order or decree (whether temporary, preliminary
or permanent) threatened by or pending before any Governmental Authority (as defined in the Agreement) which seeks to prohibit the consummation
of the transactions contemplated by the Agreement or obtain damages in connection therewith, and no such judgment, injunction, order or
decree has been entered and not subsequently dismissed or discharged with prejudice; and (d) the absence of any Material Adverse Effect
(as defined in the Agreement) with respect to World View.
The
Agreement contains customary termination rights for both the Company and World View, including, but not limited to, (i) the mutual written
agreement of the Company and World View; (ii) by the Company or World View if there has been a breach of any representation, warranty,
covenant or agreement made by the other party in the Agreement, which breach (A) would give rise to the failure of a condition set forth
in the Agreement and (B) (x) such breach cannot be cured by the End Date (defined below) or (y) if capable of being cured, shall not have
been cured by the earlier of (1) 30 calendar days following receipt of written notice of such breach or (2) the date that is three calendar
days prior to the End Date; (iii) by the Company if within 48 hours following the execution and delivery of the Agreement, World View
has not delivered to the Company a copy of the executed stockholder consent of World View; or (iv) the written notice by the Company
or World View if the closing of the Merger has not occurred on or before June 23, 2026 (the “End Date”).
The
Merger is expected to close in the second quarter of 2026.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement,
a copy of which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The disclosure included
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of Shares in Item 1.01 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.
Item 7.01. Regulation
FD Disclosure.
On March 23, 2026,
the Company issued an investor fact sheet regarding the Merger. 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 8.01. Other Events
Also on March 23, 2026,
the Company issued a press release announcing the Agreement to acquire World View Enterprises Inc., a leader in high-altitude balloon
intelligence, surveillance and reconnaissance (ISR) and stratospheric remote sensing. 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 |
| 2.1* |
|
Agreement and Plan of Merger, dated March 23, 2026, by and among the Company, Wassaic Merger Sub Inc., World View Enterprises Inc., and Fortis Advisors LLC. |
| 99.1 |
|
Fact Sheet, dated March 23, 2026. |
| 99.2 |
|
Press Release, date March 23, 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: March 23, 2026 |
ONDAS INC. |
| |
|
| |
By: |
/s/ Eric Brock |
| |
|
Eric A. Brock |
| |
|
Chief Executive Officer |
Exhibit 99.1

www.worldview.space www.ondas.com NASDAQ: ONDS ONDAS TO ACQUIRE WORLD VIEW ENTERPRISES Building a Multi - Domain ISR Company and an Interconnected Intelligence Ecosystem Ondas has entered into a definitive agreement to acquire World View Enterprises, a leader in high - altitude balloon ISR and stratospheric remote sensing. The acquisition builds on the previously announced $10 million strategic investment and partnership between the companies and reflects strong alignment in technology, operating strategy, and customer focus. The transaction will combine complementary sensing, autonomy, and intelligence technologies across stratosphere, air, and land domains to create a multi - domain ISR platform designed to support defense, homeland security, allied governments, and critical infrastructure operators. Strategic Investment The acquisition will advance Ondas’ strategy to build a vertically integrated, multi - domain defense technology platform capable of delivering interoperable sensing and autonomous mission systems. The combined platform is expected to enable: An operating and data backbone that connects: • Persistent sensing across wide geographic areas • Rapid tactical response through autonomous systems • Integrated intelligence workflows connecting detection, identification, and response • Scalable solutions aligned with defense modernization priorities

NASDAQ: ONDS 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 Ondas 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.worldview.space Stratospheric Persistence – World View • High - altitude sensing and communications payload hosting • Wide - area coverage and persistent overwatch through the Stratollite ® platform Tactical Aerial Autonomy – Ondas Autonomous Systems • Mission - ready UAV platforms for defense and security operations • Counter - UAS technologies and airspace defense capabilities Autonomous Ground Systems – Ondas Portfolio • Land robotic platforms supporting defense and security operations • Integrated sensing and mission support capabilities Multi - Domain ISR Platform Ondas has built a multi - domain ISR platform that integrates autonomous aerial systems, counter - UAS technologies, and ground robotics to support defense, homeland security, and critical infrastructure missions. The addition of World View will expand this architecture by introducing persistent stratospheric sensing, creating a layered ISR capability spanning stratosphere, air, and land domains. Together these capabilities will create a layered ISR architecture combining persistent wide - area sensing with responsive autonomous platforms across multiple operational domains. Market Opportunity The combined Ondas and World View platform will be designed to address these evolving requirements across: • Department of War • Department of Homeland Security • Allied defense organizations • Critical infrastructure operators
Exhibit 99.2
Ondas to Acquire World View, Building on Shared
Vision for Multi-Domain, Interconnected Intelligence Platform
Meeting Rising Demand for Persistent ISR Sensing
and Responsive Autonomy through Integrated Mission Workflows
Transaction Builds on Ondas’ Prior $10M
Strategic Investment and Partnership to Accelerate Layered Sensing, Tactical Autonomy and Scalable Defense Solutions
World View Has Completed Over 140 Stratospheric
Flight Operations, with Payloads Up to 10,000 kg; Current and Past Customers Include NASA, NOAA, U.S. Department of War, and the U.S.
Air Force
WEST
PALM BEACH, FL AND TUCSON, AZ / March 23, 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 it has entered into a definitive agreement to acquire World View Enterprises,
Inc. (“World View”), a leader in high-altitude balloon intelligence, surveillance and reconnaissance (ISR) and stratospheric
remote sensing. The transaction builds on the companies’ previously announced $10 million strategic investment and partnership
agreement and reflects strong alignment in vision, operating tempo, and customer focus.
The acquisition will bring together Ondas and
World View around a shared—and highly complementary—vision for a unified, multi-domain, AI-powered intelligence architecture.
World View has evolved beyond a single-domain sensing company toward integrated, persistent stratospheric ISR, while Ondas has been building
a portfolio of autonomous systems across air and ground domains with a core belief that the future of ISR is not platform-by-platform,
but networked, interoperable, and decision-centric. Together, the companies will combine stratospheric persistence with tactical autonomy
to advance an integrated intelligence platform spanning stratosphere, air, and land—designed to meet the rapidly evolving needs
of defense, homeland security, allied governments, and critical infrastructure operators.
“Persistent sensing, AI-enabled analysis,
and autonomous response are rapidly becoming foundational capabilities for modern defense and security operations,” said Eric Brock,
Chairman and CEO of Ondas. “World View will accelerate our systems-of-systems roadmap by extending our architecture into the stratosphere,
adding long-endurance, wide-area persistence to our layered ISR strategy across air and ground domains. Just as importantly, World View
will strengthen our U.S. footprint and bring established engagement with US Department of War combatant commands and allied defense customers
globally. Combined with our partnership with Palantir, we are building a scalable, AI-driven intelligence platform that connects sensing,
decision-making, and response across mission-critical environments.”
“Joining forces with Ondas will allow us
to accelerate our growth trajectory and execute our vision at a much larger scale,” said Ryan Hartman, CEO of World View. “With
access to Ondas’ broader platform, resources, and global go-to-market capabilities, we will be able to move faster on product development,
expand our reach with defense and allied customers, and deliver integrated, multi-domain intelligence solutions more efficiently. By aligning
our stratospheric platforms with Ondas’ systems-of-systems architecture and leveraging our partnership with Palantir, we are well
positioned to scale deployment, deepen customer engagement, and capture the growing demand for persistent, layered ISR capabilities worldwide.”
World View adds stratospheric persistence and
wide-area sensing through its Stratollite® platform to Ondas’ portfolio of autonomous aerial systems, counter-UAS technologies,
and ground robotics—creating a truly layered ISR capability across stratosphere, air, and land. Together, the companies will be
positioned to deliver integrated mission workflows that connect persistent detection, tactical collection, AI-enabled data fusion, and
autonomous response at scale. This combination will strengthen Ondas’ position as a vertically integrated, multi-domain defense
platform with the ability to accelerate productization, scale manufacturing, and execute globally across the Department of War, DHS, allied
defense customers, and critical infrastructure operators. Leveraging its recently announced strategic partnership with Palantir, Ondas
is building a scalable, AI-driven intelligence architecture that converts multi-domain sensor data into real-time, decision-ready outcomes.
Global demand for persistent, multi-domain ISR
is expanding rapidly, driven by defense modernization, heightened airspace security requirements, and the accelerating adoption of AI-enabled
sensing and autonomous systems. Customers are shifting decisively away from fragmented, platform-centric solutions toward integrated architectures
that deliver continuous awareness and coordinated response across domains. With the integration of World View—one of the most advanced
and operationally proven providers of high-altitude, long-endurance stratospheric sensing—Ondas will be uniquely positioned to lead
this transition. The combined platform delivers a differentiated, interconnected ISR capability that integrates stratospheric persistence,
tactical autonomy, counter-UAS systems, and mission-critical connectivity into a scalable, AI-driven architecture. This will position
Ondas to capture a significant share of a large and growing global market by enabling end-to-end mission workflows that connect wide-area
detection, identification, and response across complex, multi-domain operations.
Following closing, World View will operate within
Ondas’ Ondas Autonomous Systems business unit as a wholly owned subsidiary of Ondas, with the combined company implementing an integrated
operating structure designed to support continued growth and execution. World View’s high-altitude platform development and customer
programs will continue as part of a broader alignment of engineering, AI, data fusion, and mission systems capabilities across the Ondas
portfolio. World View will also support the strategic roadmap of Ondas as the Company continues to expand its technology and services
portfolio.
For additional information regarding the terms
of the definitive agreement, please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.
Ondas will provide outlook information regarding World View 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, 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 Ondas Capital: www.ondascapital.com,
X and LinkedIn
For Ondas Networks: www.ondasnetworks.com, X and LinkedIn
About
World View
World View
is a leading provider of stratospheric ISR and remote sensing via its long-endurance, high-persistence Stratollite® high-altitude
platforms. Building on its legacy as a stratospheric sensing leader, the company is evolving into a next-generation intelligence, surveillance,
and reconnaissance (ISR) provider delivering integrated, multi-domain solutions across air, stratosphere, and space. By unifying tactical
UAVs, high-altitude platforms, fixed-wing aircraft, and low-Earth orbit satellites under a single operational and technological framework,
the company enables seamless data fusion and real-time decision-making. Leveraging advanced AI and machine learning, World View empowers
defense, intelligence, and commercial customers to gain clarity, act with speed, and operate with confidence in complex environments.
For more information on World View and its interconnected intelligence offerings, visit worldview.space.
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, among others, the risk
that the proposed acquisition of World View may not be completed in a timely manner, or at all; the occurrence of any event, change or
other circumstance that could give rise to the termination of the binding definitive agreement; the inability to recognize the anticipated
benefits of the proposed acquisition; the risk that the businesses will not be integrated successfully or that such integration may be
more difficult, time-consuming or costly than expected; the diversion of management’s attention from ongoing business operations as a
result of the proposed acquisition; the effect of the announcement or pendency of the proposed acquisition on the companies’ business
relationships, operating results and business generally; the risk that the proposed acquisition may involve unexpected costs, liabilities
or delays; and 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
Media
Contact for World View
World View
Communications
media@worldviewexperience.com
Jack Taylor
PR
worldview@jacktaylorpr.com
4