Form 8-K
8-K — Ondas Inc.
Accession: 0001213900-26-038053
Filed: 2026-04-01
Period: 2026-04-01
CIK: 0001646188
SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)
Item: Completion of Acquisition or Disposition of Assets
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0284326-8k_ondas.htm (Primary)
EX-10.1 — FORM OF REGISTRATION RIGHTS AGREEMENT, DATED APRIL 1, 2026, BY AND AMONG THE COMPANY AND THE SIGNATORIES THERETO (ea028432601ex10-1.htm)
EX-99.1 — PRESS RELEASE, DATED APRIL 1, 2026 (ea028432601ex99-1.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
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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)
April 1, 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
April 1, 2026 (the “Closing Date”), Ondas Inc. (the “Company”) completed the previously announced acquisition of
World View Enterprises Inc., a Delaware corporation (the “World View”), pursuant to that certain Agreement and Plan of Merger
(the “Agreement”), dated March 23, 2026, by and among the Company, Wassaic Merger Sub Inc., a Delaware corporation and a wholly
owned subsidiary of the Company (“Merger Sub”), World View, and Fortis Advisors LLC, a Delaware limited liability company,
in its capacity as the Representative (as defined in the Agreement).
In
accordance with the terms of the Agreement, on the Closing Date, Merger Sub merged with and into World View, with World View
continuing as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”), for (i) up to 12,775,219
shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), of which 99,233 Shares were
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), and (ii) approximately $7.3 million cash towards outstanding obligations. 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).
Also
on April 1, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), by and
among the Company and certain Stockholders (the “Holders”). Pursuant to the Registration Rights Agreement, the Company agreed
to file with the Securities and Exchange Commission (the “SEC”) 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 Holders of such issued
Shares, subject to the trading limitation discussed below.
Pursuant
to the Registration Rights Agreement, for a period of six (6) months following the Closing Date, each Holder shall be subject to daily
trading volume limitations, whereby such Holder may not sell any Common Stock issued to such Holder pursuant to the Agreement on any trading
market in any single trading day to the extent such sales would exceed five percent (5%) of the daily trading volume of such stock
as reported on the principal trading market on which the Common Stock is listed on the trading day immediately preceding the relevant
date of determination.
The
foregoing description of the Merger, the Agreement and the Registration Rights Agreement do not purport to be complete and are qualified
in their entirety by the full text of the Agreement and the Registration Rights Agreement, a copy of which are attached hereto as Exhibit
2.1 and Exhibit 10.1, and are incorporated herein by reference.
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 Shares in Item 2.01 above will be
exempt from the registration requirements of the Securities Act, in accordance
with Regulation D thereunder.
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Item 8.01. Other Events
On April 1, 2026, the
Company issued a press release announcing the closing of the Merger. 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 Merger pursuant to Rule 3-05(b) of Regulation S-X.
(b) Pro forma financial
information is not required in connection with the Merger 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
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 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 23, 2026).
10.1
Form of Registration Rights Agreement, dated April 1, 2026, by and among the Company and the signatories thereto.
99.1
Press Release, dated April 1, 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.
2
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: April 1, 2026
ONDAS INC.
By:
/s/ Eric Brock
Eric A. Brock
Chief Executive Officer
3
EX-10.1 — FORM OF REGISTRATION RIGHTS AGREEMENT, DATED APRIL 1, 2026, BY AND AMONG THE COMPANY AND THE SIGNATORIES THERETO
EX-10.1
Filename: ea028432601ex10-1.htm · Sequence: 2
Exhibit 10.1
FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among (i) Ondas Inc., a Nevada
corporation (the “Parent”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule
of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders
who, at any time, own Registrable Securities and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each
Person identified in the foregoing clauses (ii) and (iii), a “Holder” and, collectively, the “Holders”).
RECITALS
WHEREAS, the Parent
has entered into an Agreement and Plan of Merger, dated as of March 23, 2026 (the “Merger Agreement”), with Wassaic
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), World View Enterprises Inc.,
a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, in its capacity
as the Representative, as defined therein; and
WHEREAS, in connection
with the Merger Agreement, the Parent may issue Common Stock as consideration pursuant to the terms of the Merger Agreement.
NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Resale Shelf Registration
Rights.
(a) Registration
Statement Covering Resale of Registrable Securities. In accordance with Section 2, within one (1) Business Day of the Closing
Date or within seven (7) Business Days of the delivery of the shares pursuant to the Merger Agreement, if a Holder has not delivered its
Letter of Transmittal to the Paying Agent in advance of the Closing Date, the Parent shall prepare and file, or cause to be prepared and
filed, with the Commission a prospectus supplement pursuant to Rule 424(b)(7) promulgated under the Securities Act (each, a “Prosupp”)
to its Current Resale Shelf Registration Statement, providing for the resale from time to time by the Holders of any and all Registrable
Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect),
and each such Prosupp shall further provide that such Registrable Securities may be sold pursuant to any method or combination of methods
legally available to the Holders, including in customary market and brokerage trades through any national exchange or over the counter
market. The Parent shall use its best efforts to maintain the Current Resale Shelf Registration Statement in accordance with the terms
hereof and keep the Current Resale Shelf Registration Statement continuously effective and shall cause the Current Resale Shelf Registration
Statement to be supplemented and amended (including post-effective amendments) to the extent necessary to ensure that such Registration
Statement is available or, if not available, to ensure that another Registration Statement is available and effective under the Securities
Act at all times until the first date on which there are no longer any Registrable Securities outstanding (the “Effectiveness
Period”).
(b) Notification;
Replacement Registration Statement on Form S-3; and Distribution of Materials. The Parent shall notify the Holders in writing of the
filing of each Prosupp immediately following the filing thereof with the Commission, and the Parent shall notify the Holders in writing
immediately following the Current Resale Shelf Registration Statement no longer being current or otherwise available to the Holders as
provided by Section 1(a). If the Current Resale Shelf Registration Statement becomes unavailable for the use by the Holders because
the Parent is no longer eligible to use an Automatic Shelf Registration Statement, then the Parent shall promptly (and in any event within
one Business Day following the unavailability of such Registration Statement) file with the Commission a replacement Registration Statement
on such form as it is then currently able to use (which shall be Form S-3 if the Parent is then able to use such form), and the Parent
shall use its best efforts to have such replacement Registration Statement declared effective by the Commission by the earlier of (A)
ten (10) days following receipt of notice from the Commission that it will not review such Registration Statement or (B) sixty (60) days
following the unavailability of the Current Resale Shelf Registration Statement if the Common reviews such Registration Statement, which
replacement Registration Statement shall provide for the resale from time to time by the Holders of any and all Registrable Securities
pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect), and the
Prospectus contained therein shall further provide that such Registrable Securities may be sold pursuant to any method or combination
of methods legally available to the Holders, including in customary market and brokerage trades through any national exchange or over
the counter market. The Parent shall notify the Holders of the effectiveness of such replacement Registration Statement as soon as practicable,
and in any event within one (1) Business Day after the Registration Statement becomes effective, and shall furnish to them, without charge,
such number of copies of such Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein
(including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in such
Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable
Securities in the manner described in such Registration Statement. The Parent shall use its best efforts to maintain such replacement
Registration Statement in accordance with the terms hereof and keep such Registration Statement continuously effective and shall cause
such Registration Statement to be supplemented and amended (including post-effective amendments) to the extent necessary to ensure that
such Registration Statement is available or, if not available, to ensure that another Registration Statement is available and effective
under the Securities Act at all times during the Effectiveness Period.
(c) Amendments
and Supplements. Subject to the provisions of Section 1(a) above, the Parent shall promptly prepare and file with the Commission
from time to time such amendments and supplements to the Current Resale Shelf Registration Statement and Prospectus used in connection
therewith as may be necessary to keep the Current Resale Shelf Registration Statement continuously effective and to comply with the provisions
of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period. If any Registration
Statement filed pursuant to Section 1(b) is filed on Form S-3 and thereafter the Parent becomes ineligible to use Form S-3 for
secondary sales, then the Parent shall promptly notify the Holders of such ineligibility and shall file with the Commission a shelf registration
on Form S-1 or other appropriate form as promptly as practicable (but in all events no later than fifteen (15) days thereafter) to replace
the shelf registration statement on Form S-3 and use its best efforts to have such replacement Registration Statement declared effective
as promptly as practicable and to cause such replacement Registration Statement to remain effective, and shall cause the Registration
Statement to be supplemented and amended to the extent necessary to ensure that such Registration Statement is continuously available
or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders
during the Effectiveness Period; provided, however, that at any time the Parent once again becomes eligible to use Form S-3, the
Parent shall, as promptly as practicable, cause such replacement Resale Shelf Registration Statement to be amended, or shall file a new
replacement Registration Statement, such that the Registration Statement is once again on Form S-3.
(d) Notwithstanding
the registration obligations set forth in this Section 1, in the event the Commission informs the Parent that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Parent agrees to promptly (i) inform each of the Holders thereof and shall file amendments to the Resale Shelf Registration
Statement as required by the Commission and/or (ii) withdraw the applicable Registration Statement and file a new registration statement
(a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Parent for such registration
statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,
that prior to filing such amendment or New Registration Statement, the Parent shall advocate with the Commission for the registration
of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests
of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone
Interpretations and successor guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation
of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and
notwithstanding that the Parent used diligent efforts to advocate with the Commission for the registration of all or a greater number
of Registrable Securities in accordance with the preceding sentence), unless otherwise directed in writing by a Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based
on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders’
amount of Registrable Securities must be reduced first based on the number of Registrable Securities held by such Holders. In the event
the Parent amends the applicable Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or
(ii) above, the Parent shall file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Parent or
to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for
resale those Registrable Securities that were not registered for resale on the applicable Registration Statement, as amended, or the New
Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Parent shall not name any Holder as
an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement without such Holder’s written
consent.
2. Registration
Procedures. In connection with the Registration to be effected pursuant to Section 1, the Parent shall expeditiously as reasonably
possible:
(a) without derogating from
the Parent’s obligations contained in Section 1, prepare in accordance with the Securities Act and all applicable rules and
regulations promulgated thereunder and file with the Commission a Registration Statement, and all amendments and supplements thereto and
related prospectuses as may be necessary to comply with applicable securities laws, with respect to such Registrable Securities and use
best efforts to cause such Registration Statement to become effective immediately upon filing with the Commission, or if not on Form S-3ASR
to become effective as promptly as practicable upon filing of a Form S-3 (provided that at least two (2) Business Days before filing a
Registration Statement or prospectus or any amendments or supplements thereto, the Parent shall furnish to counsel selected by the Applicable
Approving Party draft copies of all such documents proposed to be filed);
(b) notify
each Holder of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of any Registration
Statement or the initiation of any proceedings for that purpose, (B) the receipt by the Parent or its counsel of any notification with
respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;
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(c) prepare
and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith
as may be necessary to keep such Registration Statement effective during the Effectiveness Period and comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period
in accordance with the intended methods of disposition by the Holders as set forth in such registration statement;
(d) furnish
to each Holder such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in
such Registration Statement (including each preliminary prospectus), each Free-Writing Prospectus and such other documents as such seller
may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder;
(e) during
any period in which a prospectus is required to be delivered under the Securities Act, promptly and timely file all documents required
to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(f) use
its commercially reasonable efforts to register, qualify or secure an exemption from registration with respect to such Registrable Securities
under such other securities or blue sky laws of such jurisdictions as the Applicable Approving Party reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions
of the Registrable Securities owned by the Holders (provided that the Parent shall not be required to (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(f), (ii) consent to general
service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction);
(g) promptly
notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such Registration
Statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a
Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue
sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment
or supplementing of such Registration Statement or prospectus or for additional information, and (iii) at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus
included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements
therein not misleading, and, the Parent promptly (and in any event within two (2) Business Days) shall prepare, file with the Commission
and furnish to each Holder (upon request) a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact or
omit to state any fact necessary to make the statements therein not misleading;
(h) cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Parent are then listed
and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at
least two market makers to register as such with respect to such Registrable Securities with FINRA;
(i) provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;
(j) make
available for inspection by any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration
Statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent
corporate and business documents and properties of the Parent as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Parent’s officers, managers, directors, employees, agents, representatives and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;
(k) otherwise
use its best efforts to comply with all applicable rules and regulations of the Commission;
(l) in
the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing
the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale
in any jurisdiction, the Parent shall use its best efforts promptly to obtain the withdrawal of such order;
3
(m) use
its commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition
of such Registrable Securities;
(n) cooperate
with the Holders of Registrable Securities covered by the Registration Statement to facilitate the timely preparation and delivery of
certificates or book entry statements representing securities to be sold under the Registration Statement;
(o) cooperate
with each Holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition
of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(p) provide
a legal opinion of the Parent’s outside counsel, dated as of the date of each Prosupp, or, in the event that Registration of the
Registrable Securities is not effected pursuant to Section 1(a) and is instead effected pursuant to Section 1(b) or Section
1(c), dated as of the effective date of such Registration Statement (substantially in the form attached hereto as Exhibit A,
the “Form of Opinion”), with respect to the Registration Statement, each amendment and supplement thereto, the prospectus
included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such
matters of the type customarily covered by legal opinions of such nature;
(q) if
the Parent files an Automatic Shelf Registration Statement covering any Registrable Securities, use its commercially reasonable efforts
to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the Effectiveness Period;
(r) if
an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, at the end of the third year, refile a new
Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Parent is required to re-evaluate
its WKSI status the Parent determines that it is not a WKSI, use its commercially reasonable efforts to refile the registration statement
on Form S-3 and keep such Registration Statement effective (including by filing a new Resale Shelf Registration Statement or replacement
Resale Shelf Registration Statement, if necessary) during the Effectiveness Period;
(s) if
reasonably requested by a Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Holder
reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with
respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the
offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement or
post-effective amendment with the Commission after being notified of the matters to be incorporated in such prospectus supplement or post-effective
amendment.
3. Trade
Limitations. In connection with resales by the Holders, each Holder severally, and not jointly with any other Holder, agrees to comply
with the Trade Limitations and, if applicable to such Holder, the Parent Insider Trading Policy.
4. Registration
Expenses. All expenses incident to the Parent’s performance of or compliance with this Agreement, including, without limitation,
all registration, qualification and filing fees, listing fees, fees and expenses of compliance with securities or blue sky laws, stock
exchange rules and filings, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements
of counsel for the Parent and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions)
and other Persons retained by the Parent (all such expenses being herein called “Registration Expenses”), shall be
borne by the Parent and, for the avoidance of doubt, the Parent also shall pay all of its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly
review, and the expenses and fees for listing the Registrable Securities on each securities exchange on which similar securities issued
by the Parent are then listed.
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5. Indemnification.
(a) The
Parent agrees to (i) indemnify and hold harmless, to the fullest extent permitted by law, each Holder and such Holder’s officers,
directors, equityholders, members, partners, agents (including brokers and sales agents), employees, affiliates, and representatives,
and each Person who controls such Holder (within the meaning of the Securities Act or the Exchange Act) against all losses, claims, actions,
damages, liabilities and expenses (including reasonable attorney fees and expenses) related to or arising out of (A) any untrue or alleged
untrue statement of material fact contained in any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (B) any violation or alleged violation by the Parent of the Securities Act
or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Parent and relating
to action or inaction required of the Parent in connection with any such registration, qualification or compliance, and (ii) pay to each
Holder and such Holder’s officers, directors, members, partners, agents, affiliates and employees and each Person who controls such
Holder (within the meaning of the Securities Act or the Exchange Act), as incurred, all legal and any other expenses reasonably incurred
in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except insofar as the same
are caused by or contained in any information furnished in writing to the Parent or any managing underwriter by such Holders expressly
for use therein; provided, however, that the indemnity agreement contained in this Section 5 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Parent
(which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Parent be liable in any such case for any such
claim, loss, damage, liability or action to the extent that it solely arises out of or is based upon an untrue statement of any material
fact contained in the Registration Statement or omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, in reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such Registration Statement. In connection with an underwritten offering, the Parent shall
indemnify any underwriters or deemed underwriters, their officers and directors and each Person who controls such underwriters (within
the meaning of the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the
Holders of Registrable Securities.
(b) In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, (1) each such Holder shall furnish
to the Parent in writing such information as the Parent reasonably requests for use in connection with any such registration statement
or prospectus and, (2) to the extent permitted by law, shall indemnify the Parent, its officers, directors, employees, agents and representatives
and each Person who controls the Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and
expenses resulting from (as determined by a final and non-appealable judgment, order or decree of a court of competent jurisdiction) any
untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is contained in any information expressly furnished in writing
by such holder to the Parent for use in a Registration Statement; provided that the foregoing obligation to indemnify shall be individual
to such Holder, and not joint and several among the Holders, and shall be limited to the net amount of proceeds actually received by such
Holder from the sale of Registrable Securities pursuant to such registration statement.
(c) Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification
hereunder except to the extent such failure has materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (as well as
one local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with
respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen
by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. No
indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to the
entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
5
(d) Each
party hereto agrees that, if for any reason the indemnification provisions contemplated by Sections 5(a) or 5(b) are unavailable
to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions
in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute
to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other hand in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations
or (ii) if the allocation provided by clause (i) of this Section 5(d) is not permitted by applicable law, then in such proportion as is
appropriate to reflect not only such relative fault but also the relative benefit of the Parent on the one hand and of the sellers of
Registrable Securities and any other sellers participating in the registration statement on the other in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be
just or equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation (even if the holders or
any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 5(d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except
as provided in Section 5(c), defending any such action or claim. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 10(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The sellers’ obligations in this Section 5(d) to contribute shall be several in proportion to the amount of securities registered
by them and not joint and shall be limited to an amount equal to the net proceeds actually received by such seller from the sale of Registrable
Securities effected pursuant to such registration.
(e) The
indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution
that any indemnified party may have pursuant to law or contract (and the Parent and its Subsidiaries shall be considered the indemnitors
of first resort in all such circumstances to which their indemnification obligations under this Section 5 apply) and shall remain in full
force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling
Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.
6. Other
Agreements; Certain Limitations on Registration Rights. The Parent shall file all reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and shall take such further action as the
Holders may reasonably request, all to the extent required to enable such Persons to sell securities pursuant to (a) Rule 144 or (b) a
Registration Statement on Form S-3 or any similar registration form hereafter adopted by the Commission. Upon request, the Parent shall
promptly deliver to the Holders a written statement as to whether it has complied with such requirements. The Parent shall at all times
use its commercially reasonable efforts to cause the securities registered or to be registered pursuant hereto to be listed, or continue
to be listed, on one or more of the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American.
7. Definitions.
(a) “Applicable
Approving Party” means the Holders of a majority of the Registrable Securities participating in the applicable offering.
(b) “Automatic
Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 (or any successor
rule then in effect) promulgated under the Securities Act.
(c) “Daily
Trading Volume” means, with respect to the Common Stock, the daily trading volume of such stock as reported on the principal
Trading Market on which the Common Stock is listed on the Trading Day immediately preceding the relevant date of determination.
(d) “Business
Day” means any day except Saturday, Sunday or any days on which banks are generally not open for business in New York, New York.
(e) “Commission”
means the U.S. Securities and Exchange Commission.
(f) “Common
Stock” means the Common Stock of the Parent, par value $0.0001 per share.
(g) “Current
Resale Shelf Registration Statement” means Parent’s automatic shelf registration statement on Form S-3 filed by Parent
with the Commission on September 9, 2025 (File No. 333-290121), including the prospectus, amendments and supplements (including each Prosupp)
to such registration statement or prospectus (including post-effective amendments, all exhibits thereto and all material incorporated
by reference or deemed to be incorporated by reference, if any, in such registration statement), or any replacement thereof (including,
for the elimination of doubt, any replacement Registration Statement filed in accordance with Section 1(b)).
(h) “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together
with all rules and regulations promulgated thereunder.
(i) “FINRA”
means the Financial Industry Regulatory Authority, Inc.
6
(j) “Free-Writing
Prospectus” means a free-writing prospectus, as defined in Rule 405.
(k) “Form
S-3” means a Form S-3 registration statement under the Securities Act.
(l) “Permitted
Transferee” means an Person who receives any Registrable Securities from a Holder pursuant to: (a) any gift or bequest or through
inheritance to, or for the benefit of, any member or members of such Holder’s immediate family (which shall include any spouse,
lineal ancestor or descendant or sibling) or to a trust, partnership or limited liability company for the exclusive benefit of such Holder’s
immediate family; (b) any transfer to a trust in respect of which such Holder serves as a trustee; or (c) a distribution in respect of
such Person’s equity ownership in such Holder (any transfer described in the immediately preceding clauses (a), (b) and (c), a “Permitted
Transfer”); provided, that with respect to any Permitted Transfer, it shall be a condition precedent to such Permitted
Transfer that the Permitted Transferee executes a counterpart signature page to this Agreement, pursuant to which such Permitted Transferee
agrees to be bound hereby as a “Holder”.
(m) “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
(n) “Prospectus”
means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus.
(o) “Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing a Registration
Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such Registration Statement becoming effective.
(p) “Registrable
Securities” means, with respect to any Holder, (i) any shares of Common Stock issued to such Holder pursuant to the Merger Agreement,
and (ii) any Common Stock issued or issuable with respect to the securities referred to in the clauses (i) by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided,
however, that any Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement covering such
Registrable Securities has been declared effective by the Commission and such Registrable Securities has been disposed of pursuant to
such effective registration statement, (ii) such Registrable Securities has been resold to the public pursuant to Rule 144, (iii)
such Registrable Securities may be sold without manner of sale, volume, current public information or other restrictions pursuant to Rule
144, or (iv) such Registrable Securities ceases to be outstanding.
(q) “Registration
Statement” means any registration statement filed by the Parent with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a sale of Common Stock or Registrable Securities, including the Prospectus included
in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all
exhibits to and all material incorporated by reference in such registration statement (other than a registration statement on Form S-4
or Form S-8, or their successors).
(r) “Rule
144”, “Rule 405”, and “Rule 415” mean, in each case, such rule promulgated under the Securities
Act (or any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule then in force.
(s) “Securities
Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with
all rules and regulations promulgated thereunder.
(t) “Trade
Limitations” means that for a period of six (6) months following the Closing Date, each Holder shall be subject to daily trading
volume limitations, whereby such Holder may not sell any Common Stock issued to such Holders pursuant to the Merger Agreement on any Trading
Market in any single Trading Day to the extent such sales would exceed five percent (5%) of the Daily Trading Volume of the Common Stock
with respect to such Trading Day.
(u) “Trading
Market” means the NASDAQ and/or any other trading market or exchange upon which the Common Stock is traded or listed or quoted
for trading on the date in question (or any successors to any of the foregoing).
(v) “WKSI”
means a “well-known seasoned issuer” as defined under Rule 405.
(w) Capitalized
terms used and not specifically defined hereunder shall have the respective meanings ascribed to such terms under the Merger Agreement.
7
8. Miscellaneous.
(a) Effectiveness.
This Agreement shall become effective upon the Closing Date.
(b) No
Inconsistent Agreements. The Parent shall not hereafter enter into any agreement with respect to its securities which is inconsistent
with or violates or in any way impairs the rights granted to the Holders in this Agreement.
(c) Entire
Agreement. This Agreement and the Merger Agreement constitute the entire agreement of the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations and discussions among the parties hereto, written or oral,
with respect to the subject matter hereof.
(d) Remedies.
Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting
a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other
rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the
provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled
to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any
bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.
(e) Amendments
and Waivers. Compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of
such provisions, covenants or conditions may be amended or modified, with the written consent of the Parent and the Holders of at least
a majority in interest of the Registrable Securities at the time of such waiver, amendment or modification; provided, however,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as
a holder of Registrable Securities, in a manner that is materially different from the other Holders (in such capacity) shall require the
consent of the Holder so affected. Any amendment or waiver effected in accordance with this Section 8(e) shall be binding upon
each Holder and the Parent. No course of dealing between any Holder or the Parent and any other party hereto or any failure or delay on
the part of a Holder or the Parent in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or
remedies of any Holder or the Parent. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.
(f) Successors
and Assigns; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Parent hereunder may not be
assigned or delegated by the Parent in whole or in part. A Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, to (a) a Permitted Transferee of such Holder or (b) any Person with the prior written consent
of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed). This Agreement and the provisions hereof shall
be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in Section 5.
Any transfer or assignment made other than as provided in this Section 8(f) shall be null and void.
(g) All
covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or not.
(h) Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy,
all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner
to the end that transactions contemplated hereby are fulfilled to the extent possible.
(i) Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties. Any such counterpart
delivered by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail or by electronic signature delivered by electronic transmission
(any such delivery, “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart
and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No
party hereto shall raise the use of Electronic Delivery to deliver a counterpart or signature, or the fact that any counterpart or signature
was transmitted or communicated through the use of Electronic Delivery, as a defense to the formation of a contract, and each party forever
waives any such defense, except to the extent such defense relates to lack of authenticity.
(j) Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part
of this Agreement. The use of the word “including” herein shall mean “including without limitation.”
8
(k) Governing
Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto (a) consents
to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any federal court within the District
of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that
it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees
that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than
the Court of Chancery of the State of Delaware or any federal court within the District of Delaware, (d) waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the
State of Delaware or such Federal court. Each party agrees that (i) this Agreement involves at least $100,000.00 and (ii) this Agreement
has been entered into by the parties in express reliance upon 6 Del. C. § 2708. Each party agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Any judgment from any such court described above may, however, be enforced by any party in any other court in any other jurisdiction.
(l) Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email or
by registered or certified mail (postage prepaid, return receipt requested) to each Holder at the address indicated on the Schedule of
Holders attached hereto and to the Parent at the address indicated below (or at such other address for a party as shall be specified in
a notice given in accordance with this Section 8(l)):
if to the Parent:
Ondas Inc.
222 Lakeview Avenue, Suite 800
West Palm Beach, FL 33401
Attention: Eric Brock
Email: eric.brock@ondas.com
with a copy to (which shall not constitute notice):
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street, Suite 1100
Miami, FL 33131
Attention: Christina Russo
Email: christina.russo@akerman.com
(m) Mutual
Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS
IN THIS SECTION 8(m).
(n) No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto,
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions
of this Agreement.
[signature pages follow]
9
ONDAS INC.
By:
Name:
Eric Brock
Title:
Chief Executive Officer
[Signature Page to Registration Rights Agreement]
[ ]
By:
Name:
Title:
[Signature Page to Registration Rights Agreement]
Schedule A
Schedule of Holders
Exhibit A
Form of Opinion
[***]
EX-99.1 — PRESS RELEASE, DATED APRIL 1, 2026
EX-99.1
Filename: ea028432601ex99-1.htm · Sequence: 3
Exhibit 99.1
Ondas
Completes Acquisition of World View Enterprises, Establishing a Persistent, AI-Enabled Multi-Domain ISR Platform Across Stratosphere,
Air, and Ground
Transaction
positions Ondas at the forefront of next-generation, AI-enabled defense and security architectures built on persistent, layered intelligence
Expands
access to large and rapidly growing global markets for integrated ISR, autonomous systems, and mission-critical decision platforms
WEST
PALM BEACH, FL / April 1, 2026 / Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider
of autonomous intelligence systems across aerial and ground domains through its Ondas Autonomous Systems (OAS) business unit and private
wireless solutions through Ondas Networks, today announced it has completed its acquisition of World View Enterprises, Inc. (“World
View”), a pioneer in stratospheric intelligence, surveillance, and reconnaissance (ISR) and high-altitude remote sensing.
This
transaction marks a significant step in Ondas’ evolution into a multi-domain, systems-of-systems platform, extending its operational
architecture into the stratosphere and establishing persistent, wide-area intelligence integrated with autonomous sensing and response
capabilities across air and ground domains.
Demand
for persistent, layered ISR and integrated mission systems is accelerating driven by active defense modernization programs and increasing
operational demand for persistent coverage. We believe Defense and homeland security customers are shifting away from siloed platforms
toward software-defined, interoperable architectures capable of delivering continuous intelligence and real-time operational coordination.
With the addition of World View, Ondas is uniquely positioned to address this need with a unified platform that connects detection, collection,
data fusion, and response across distributed environments.
“This
acquisition represents a defining step in building a next-generation ISR architecture,” said Eric Brock, Chairman and CEO of Ondas.
“By integrating persistent stratospheric sensing with autonomous systems and real-time response capabilities, we are creating a
unified, multi-domain platform designed to meet the evolving requirements of modern defense and security operations. We believe the future
of ISR will be defined by integrated, multi-domain architectures—and Ondas is building that platform today.”
World
View’s Stratollite® platform delivers long-endurance, high-altitude sensing capable of persisting over areas of
interest for extended durations, providing continuous, wide-area coverage that complements Ondas’ portfolio of autonomous drones,
counter-UAS systems, and ground-based robotics. Through a strategic partnership among Ondas, World View, and Palantir Technologies, these
capabilities are integrated into a unified, decision-centric architecture that combines persistent sensing with AI-driven data fusion,
real-time decision support, and mission orchestration—transforming distributed data into actionable intelligence and coordinated
operational response at scale.
World
View brings a mature and differentiated stratospheric capability, with proven flight operations and a scalable platform architecture
designed for defense, government, and commercial applications. Its ability to deliver persistent, maneuverable sensing in the stratosphere
provides a critical layer of intelligence that enhances mission effectiveness across a range of use cases, including border security,
critical infrastructure protection, and military operations.
“The
World View team has built a truly differentiated and operationally proven stratospheric platform. I am incredibly proud of what we have
accomplished, and we are honored and excited to join the Ondas team,” said Ryan Hartman, Chief Executive Officer of World View.
“Together, we will execute our shared vision and significantly accelerate our ability to deliver against a strong and growing global
demand environment. We are already seeing meaningful customer demand that continues to build, and with Ondas’ aerial and ground
systems and growth platform along with the integration with Palantir’s AIP platform, we are positioned to rapidly advance and deploy
multi-domain ISR solutions that deliver real operational impact.”
The
combined platform is designed to support customers requiring continuous intelligence, faster decision-making, and coordinated operational
response, enabling more effective mission outcomes in increasingly complex and contested environments. Through a unified architecture,
Ondas can deliver integrated mission workflows that improve operational efficiency while reducing reliance on fragmented, single-purpose
systems.
World
View will operate within Ondas Autonomous Systems, advancing the Company’s strategy to scale its global defense and security business.
The acquisition meaningfully expands Ondas’ addressable market, enhances its positioning in large-scale defense programs, and accelerates
the rollout of its integrated, multi-domain ISR platform to meet rapidly growing demand.
Ondas
will continue to invest in the integration of its sensing, autonomy, and AI-driven software capabilities, alongside Palantir Technologies,
to deliver a unified, software-defined mission platform. The Company is focused on accelerating deployment, expanding customer adoption,
and establishing leadership in next-generation, multi-domain ISR solutions.
For
additional information regarding the acquisition, please see the Current Report on Form 8-K to be filed with the Securities and Exchange
Commission later today. In connection with the acquisition, the Company approved inducement grants of restricted stock units (RSUs) representing
2,309,934 shares of the Company’s common stock and stock options exercisable for 1,745,000 shares of the Company’s common
stock with an exercise price of $9.02 per share to a total of twenty-six employees newly-hired in connection with the acquisition. The
equity awards were granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception as a component of each individual’s
employment compensation and were granted as an inducement material to his or her acceptance of employment with the Company. RSUs representing
1,329,934 shares of the Company’s common stock vest one-third on the closing date, one-third on October 1, 2026 and one-third on
April 1, 2027 and RSUs representing 980,000 shares of the Company’s common stock and stock options representing 1,745,000 shares
of the Company’s common stock vest one-third on April 1, 2027 and then one twelfth quarterly for eight quarters starting on July
1, 2027, subject to the applicable employee’s continued employment with the Company.
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.
2
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
World View: www.worldview.space, X and LinkedIn
For
Ondas Capital: www.ondascapital.com, X and LinkedIn
For
Ondas Networks: www.ondasnetworks.com, X and LinkedIn
3
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
Media
Contact for World View
World
View Communications
media@worldviewexperience.com
Jack
Taylor PR
worldview@jacktaylorpr.com
4
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Apr. 01, 2026
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Entity File Number
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Entity Registrant Name
Ondas Inc.
Entity Central Index Key
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
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Entity Address, Address Line One
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Entity Address, Address Line Two
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Title of 12(b) Security
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Trading Symbol
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Security Exchange Name
NASDAQ
Entity Emerging Growth Company
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
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- Definition
Area code of city
+ References
No definition available.
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Namespace Prefix:
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Data Type:
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Balance Type:
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- Definition
Cover page.
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No definition available.
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- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
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Name:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
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Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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X
- Definition
Address Line 2 such as Street or Suite number
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No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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X
- Definition
Name of the City or Town
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No definition available.
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Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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X
- Definition
Code for the postal or zip code
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No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
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Data Type:
dei:stateOrProvinceItemType
Balance Type:
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Period Type:
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X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Balance Type:
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Period Type:
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X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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Data Type:
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Period Type:
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- Definition
Local phone number for entity.
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No definition available.
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Name:
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Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
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Namespace Prefix:
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Balance Type:
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Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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Name:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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