Ondas Inc. 8-K

What Happened

• Ondas Inc. announced on March 16, 2026 that it completed the purchase of the remaining 30% of Chirokka Holding Ltd. (HoldCo), the parent of 4M Defense Ltd., from Mr. Nir Cohen pursuant to a Supplement to the October 24, 2025 Share Purchase Agreement. Ondas previously acquired a 70% controlling interest on October 29, 2025.
• As consideration for the remaining 30% interest, Ondas issued 352,968 shares of its common stock and may issue up to an additional contingent earn‑out payable in shares (up to $1,400,000, subject to milestone achievement). The shares were issued subject to trading volume limitations and registration rights.

Key Details

• Transaction dates: initial 70% acquisition completed October 29, 2025; Supplement and closing for remaining 30% dated March 16, 2026.
• Consideration for remaining 30%: 352,968 shares issued now; up to an additional earn‑out payable in shares (up to $1.4 million, contingent on milestones).
• Resale mechanics: Ondas agreed to file a prospectus supplement under Rule 424(b)(7) to register resale by Mr. Cohen; sellers are limited to aggregate daily sales not exceeding 10% of the average daily trading volume (10‑day ADR calculation).
• Legal opinion: Snell & Wilmer L.L.P. provided an opinion regarding the legality of the share issuance (filed as Exhibit 5.1).

Why It Matters

• This filing reports Ondas moving from a controlling 70% stake to full ownership of HoldCo/4M, consolidating control of the defense business acquired in 2025. Full ownership can affect operational control and future financial reporting for Ondas.
• Investors should note immediate dilution from the 352,968 shares issued and potential additional dilution if earn‑out milestones are met. The shares were issued subject to resale registration and trading limits, which may affect timing of any secondary sales by the sellers.
• The company stated that separate financial statements or pro forma financial information are not required under Regulation S‑X for this closing; investors should watch for subsequent disclosures (financial impacts, integration results, or further earn‑out developments).