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Ondas Inc. · ONDS · 8-K · Filed

Completes $105M cash and stock acquisition of Gate Technologies and Bron

ONDS
8-K
M&A

Source: SEC EDGAR, accession 0001213900-26-099531 · Items 1.01, 2.01, 3.02, 7.01, 8.01, 9.01

What did Ondas Inc. announce?

Ondas Inc. acquired 100% of Gate Technologies Ltd. and Bron Technologies sp. z.o.o for $105 million in cash and 10,689,655 shares of common stock.

Ondas Inc. has finalized its acquisition of Gate Technologies Ltd. and Bron Technologies sp. z.o.o, a move previously announced, on September 14, 2026. The company secured 100% of the issued and outstanding share capital of both entities.

The total purchase price for this acquisition stands at $105 million in cash and 10,689,655 shares of Ondas' common stock. Additionally, the deal includes a $25 million working capital adjustment. An approximate amount of $22.5 million is also slated for issuance within nine months following the closing date, contingent on certain post-closing obligations.

Shareholders of the acquired companies also have the potential to receive up to an additional $185 million in contingent earn-out payments over a two-year period. These earn-out payments are subject to the achievement of specific milestones and would be paid in Ondas common stock. The filing also notes that shareholders are subject to daily trading volume limitations on the sale of these shares, capped at 15% of the average daily trading volume over the preceding ten trading days.

The acquisition details also specify that Ondas will ensure the acquired companies have at least $5 million in aggregate cash at closing, a condition referred to as the Cash Balance Covenant. Furthermore, a "Special Bonus" for the acquired companies' employees is expected to be paid from collections made between the closing date and September 30, 2026. Any shortfall in these collections to cover the bonus will be subject to indemnification by the selling shareholders.

Key details

  • The acquisition of Gate Technologies Ltd. and Bron Technologies sp. z.o.o was completed on September 14, 2026.
  • The purchase price included $105.0 million in cash and 10,689,655 shares of the Company's common stock, plus $25 million in working capital adjustment.
  • An additional approximately $22.5 million will be issued within nine months, subject to post-closing obligations.
  • Shareholders have an opportunity to earn up to $185,000,000 in contingent earn-out payments over two years, payable in common stock.

Why it matters

This 8-K reports a merger or acquisition at Ondas Inc.. The likely share-price reaction reads as neutral.

Neutral