Ondas Inc. Announces Acquisition of Gate & Bron for $105M + Shares

What Happened
Ondas Inc. announced on September 14, 2026 that it closed a Share Purchase Agreement to acquire 100% of Gate Technologies Ltd. (Israel) and Bron Technologies sp. z.o.o. (Poland). The purchase price at closing was $105.0 million in cash plus 10,689,655 shares of Ondas common stock, with an additional $25.0 million working capital adjustment. Approximately $22.5 million of consideration will be issued within nine months of closing subject to certain post-closing obligations. The sellers may also earn up to $185.0 million in contingent earn-out payments payable in Ondas common stock over the two years following closing. Ondas also entered into a Registration Rights Agreement that limits aggregate daily sales by the sellers to 15% of average daily trading volume (10-day ADTV) and requires Ondas to file a prospectus supplement for resale of the issued shares.

Key Details

• Closing date: September 14, 2026; transaction parties: Ondas, Gate, Bron and their shareholders.
• Cash at closing: $105.0 million; Equity issued at closing: 10,689,655 shares of common stock.
• Additional near-term issuance: ~$22.5 million to be issued within 9 months, subject to post-closing obligations.
• Contingent consideration: up to $185.0 million in earn-out payments payable in common stock over two years, subject to milestones.
• Registration limits: Sellers may not sell, in aggregate, more than 15% of ADTV (10-day average) on any single trading day; Ondas will file a Rule 424(b)(7) prospectus supplement after any share issuances.
• Legal: Opinion from Snell & Wilmer L.L.P. (Nevada counsel) on legality of the share issuances is included as an exhibit.

Why It Matters
This is a material acquisition for Ondas involving a mix of cash and significant stock issuance plus substantial potential earn-outs. The transaction will affect Ondas’ cash resources (immediate $105M outlay) and may be dilutive to existing shareholders due to the 10.7M consideration shares, the ~22.5M issuance contingent on post-closing items, and up to $185M of earn-out shares. The registration and trading-volume limits reduce the risk of a large immediate resale of newly issued shares. Financial statements and pro forma information were not required under applicable SEC rules for this filing. Investors should watch for future filings describing integration, milestone achievements that trigger earn-outs, and any updates to shares issued.