Ondas Closes Three Defense-Tech Acquisitions for $56 Million Plus Up to $32 Million of Earn-Outs, Issues 7.8 Million Shares and Registers Them for Resale the Same Day. The Release Does Not Say How Much Was Cash

by Vikram Desai · September 25, 2026

Funding & Deals Reporter, Frontier Tech Wire

Ondas Inc. (Nasdaq: ONDS) said on Sept. 23 that it had acquired three defense-technology businesses, Insignito, Ottopia Defense and Caribou Labs, for 'aggregate consideration of $56 million, payable in cash or Ondas common stock,' according to a press release filed as Exhibit 99.1 to a Form 8-K the same day. The release adds 'potential earnout consideration of up to $32 million in the aggregate, payable in cash or Ondas common stock upon the achievement of key performance milestones through 2028.' It does not state how the $56 million was split between cash and stock.

The 8-K partly answers that. Under Item 3.02 it reports the issuance of 7,822,077 shares of common stock in reliance on Regulation D and Regulation S, of which 7,821,445 shares were issued on Sept. 23 to holders of the three acquired companies, described in the filing as Israeli-registered CaribouLabs Ltd., Insignito Solutions Ltd. and Ottopia Technologies Ltd. The remaining 632 shares trace to the World View Enterprises Inc. acquisition, which closed on April 1, 2026. A prospectus supplement filed the same day under the company's automatic shelf registration (File No. 333-290121) registers all 7,822,077 shares for resale by the selling stockholders and states that 'all proceeds from the sales of the Shares pursuant to this prospectus supplement will go to the selling stockholders.'

The prospectus supplement gives the market reference point: 'On September 22, 2026, the closing price for our Common Stock, as reported on the Nasdaq Capital Market, was $7.72 per share.' At that price the 7,821,445 consideration shares would be worth about $60.4 million, by our arithmetic (7,821,445 multiplied by $7.72), which is more than the $56 million headline before any cash is counted. And cash was part of the price: the supplement's description of the transactions says Insignito and CaribouLabs were each acquired 'for a combination of cash and Common Stock,' while the Ottopia defense business was bought through an asset purchase 'for shares of Common Stock.' The filings do not state the reference price at which the shares were valued, and several lines in the selling-stockholder table are escrow accounts, including an Insignito escrow, CaribouLabs adjustment and indemnity escrow funds and a 428,245-share Ottopia escrow, so some of the block is being held against post-closing adjustments rather than paid out.

The selling-stockholder table in the supplement lists holdings through IBI Trust Management, including 2,945,600 shares for the benefit of Ottopia Technologies Ltd. and 835,873 shares each for the benefit of Itay Nourian and Dor Ruf, with each holder's stake marked as less than 1 percent of the company. The supplement bases its percentages on 582,302,699 shares outstanding as of Sept. 22, 2026, plus the 7,821,445 shares issued at closing, so the resale block is about 1.3 percent of the company, by our arithmetic (7,822,077 divided by 590,124,144). Resale is registered but rationed: under the registration rights agreements described in the supplement, the Insignito sellers may not sell in aggregate on any single trading day more than 10 percent of the prior day's trading volume, and the CaribouLabs sellers and Ottopia are each limited to 10 percent of the average daily trading volume over the preceding ten trading days.

The three targets fill three different gaps in what Ondas markets as an integrated autonomous defense platform, according to the release. Insignito builds acoustic counter-drone sensing that detects, classifies and tracks unmanned aircraft by their sound signatures, including small first-person-view drones, with a fielded system the release calls DUMBO and further products in development. Ottopia Defense supplies AI-assisted autonomy, low-latency teleoperation and resilient communications that let one operator control several unmanned platforms. Caribou Labs is described as a provider of 'GNSS-denied navigation and resilient communications technology,' aimed at positioning and timing when satellite navigation is unavailable.

The valuation claim is a forecast, not a trailing figure. The release says: 'Based on Ondas' forecasts, the purchase price represents less than three times the businesses' expected 2027 revenue.' Neither the release nor the 8-K discloses the targets' 2025 or 2026 revenue, their profitability or the number of customers, so there is no way for outside holders to test the multiple against anything the businesses have already produced.

Chairman and chief executive Eric Brock is quoted in the release as saying: 'Together, these businesses give Ondas more to sell and more ways to win.' The options in the inducement package carry an exercise price of $7.72 per share, the same figure as the Sept. 22 close.

Chairman and chief executive Eric Brock is quoted in the release describing the acquisitions as giving Ondas 'more to sell and more ways to win.'

The Sept. 23 deals are the smaller half of a two-week acquisition run. On Sept. 14 Ondas closed the purchase of GATE Technologies Ltd. of Israel and Bron Technologies sp. z o.o. of Poland, makers of electronic safe-and-arm devices and fuzes for precision weapons, for what the Sept. 14 release described as '$205 million, the majority of which is payable in cash, plus a working capital adjustment and up to $185 million of performance-based earn-out consideration.' The 8-K for that transaction itemises $105.0 million in cash, 10,689,655 common shares, a working capital adjustment of $25 million and a deferred payment of about $22.5 million due within nine months of closing, with the earn-out payable in stock over two years. The Sept. 14 release put GATE's expected revenue at $65 million for 2026 and $180 million for 2028, again on a forecast basis.

Between that Aug. 11 count and the Sept. 22 figure in the resale prospectus, the share count rose by about 11.75 million, by our arithmetic (582,302,699 minus 570,552,341). The Sept. 14 resale supplement for the GATE shares put the count at 571,601,211 as of Sept. 11, before the 10,689,655 GATE consideration shares, so almost all of the increase is that issuance. The Sept. 22 figure predates the Sept. 23 issuance of 7,821,445 shares for the three smaller deals, which takes the count to about 590.1 million, by our arithmetic (582,302,699 plus 7,821,445). The company's filing cadence, with resale prospectus supplements on July 6, July 24, Aug. 10, Aug. 28, Sept. 14 and Sept. 23, according to EDGAR, shows the pattern: each acquisition is paid partly in stock, and the sellers are given registered resale rights immediately, subject to the daily volume caps.

Two features of the Sept. 23 structure limit what investors can infer. First, because the consideration is described as 'payable in cash or Ondas common stock,' the $56 million headline is a value, not a cash outflow, and the cash portion is not disclosed. Second, the earn-out is defined by 'key performance milestones' that the release does not describe, so the $32 million ceiling cannot be mapped to revenue, deliveries or any other observable metric.

Two features of the Sept. 23 structure limit what investors can infer. First, because the consideration is 'payable in cash or Ondas common stock' at the company's election, the $56 million headline is a value, not a cash outflow, and the cash portion is not disclosed. Second, the earn-out is defined by 'key performance milestones' that the release does not describe, so the $32 million ceiling cannot be mapped to revenue, deliveries or any other observable metric.

What comes next is the third-quarter report, which will be the first to consolidate GATE and Bron for part of a quarter and should disclose the purchase-price allocation, including the cash paid and the goodwill recorded for the Sept. 23 transactions. Not yet known: the cash-versus-stock split of the $56 million, the reference price used for the 7,821,445 shares, the milestones behind the $32 million earn-out, the three targets' trailing revenue, and how much of the 7.8 million-share block the selling stockholders have sold since the prospectus supplement went effective.