Ondas Inc. has entered into a definitive agreement to acquire 100% of the issued and outstanding share capital of Gate Technologies Ltd., an Israeli developer of Electronic Safe & Arm Devices, and Bron Technologies sp. z.o.o., a Polish manufacturing affiliate, for a total consideration of $205 million.

The transaction was executed on September 14, 2026, and involves a combination of cash and Ondas common stock. The purchase price consists of $105.0 million in cash and 10,689,655 shares of Common Stock, par value $0.0001 per share. Additionally, the agreement includes a $25 million working capital adjustment and a commitment to issue approximately $22.5 million in shares within nine months of the closing date, subject to post-closing obligations.

The deal also includes an earn-out provision. For two years following the closing date, the sellers have the opportunity to earn an additional aggregate amount of up to $185 million in contingent payments, subject to specific milestones, which will be paid in Common Stock.

Gate Technologies specializes in electronic safety, arming, and initiation technology for missiles, rockets, loitering munitions, and unmanned aerial vehicles (UAVs). The company’s products are integrated into more than dozens of weapon systems, including approximately 100 configurations of the RUBI loitering munition platform. The acquisition is intended to expand Ondas' Precision Strike platform by adding mission-critical technology and establishing production capabilities in the United States, Europe, and Israel.

To facilitate the resale of shares issued in the transaction, Ondas entered into a Registration Rights Agreement with the sellers. This agreement requires the company to file a prospectus supplement with the Securities and Exchange Commission within one business day of issuing the shares and imposes daily trading volume limitations on the sellers to ensure they do not exceed 15% of the average daily trading volume of the Common Stock.