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Get filing alertsOndas to acquire Israeli defense tech firm Omnisys for $199M in stock plus earn-outs
Filed May 18, 2026 · Period ending May 16, 2026 · ~1 min read
Key Changes
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Ondas will pay $199M in common stock for 100% of Omnisys Ltd., an Israeli company, with payments staggered over ~30 days post-closing. This represents significant near-term dilution to existing shareholders.
Item 1.01 verify on EDGAR → -
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Additional earn-out payments of up to $60M in stock over three years are contingent on performance milestones, potentially adding further dilution but aligning seller incentives with results.
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All shares issued to Omnisys sellers will be registered for resale, creating potential selling pressure once the registration statement becomes effective.
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Deal closing requires Omnisys shareholder approval, government clearances, and retention of 100% of key employees plus 90% of all staff. Expected to close Q2 2026, with June 16, 2026 termination date.
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Stock issuance to non-U.S. Omnisys shareholders relies on Regulation S exemption for offshore transactions, avoiding U.S. registration requirements.
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Summary
Ondas Inc. announced a definitive agreement to acquire Omnisys Ltd., an Israeli technology company, for $199 million in common stock. The all-stock transaction will be paid in stages over approximately $199,000,000 one month following closing, with $29 million at closing, $142.5 million in five equal installments, and the remainder on the twenty-fourth trading day.
This structure will result in substantial dilution to current Ondas shareholders concentrated in a short timeframe. Beyond the base price, Omnisys shareholders can earn up to $60 million more over three years if performance targets are met, also payable in stock. All shares will be registered for resale, meaning former Omnisys owners can sell into the market once registration is effective.
The deal requires standard approvals including Omnisys shareholder consent, government clearances, and critically, retention of all key employees and at least 90% of the workforce. Retail investors should watch for: (1) the registration statement filing that will detail Omnisys's financials and business rationale, (2) whether closing conditions are satisfied by the June 16, 2026 termination date, and (3) post-closing selling activity by former Omnisys shareholders that could pressure the stock price.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Ondas issued an investor fact sheet regarding an acquisition on May 18, 2026.
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On May 18, 2026, the Company issued an investor fact sheet regarding the Acquisition.
Ondas disclosed that it issued an investor fact sheet about an acquisition. The 8-K does not provide details about the acquisition itself, the target company, transaction terms, or financial impact. The fact sheet is furnished as Exhibit 99.1 but the body text contains no substantive information about the acquisition.
Event · Item 8.01 — Other Events
Ondas Inc. entered into an unspecified Agreement and issued a press release on May 18, 2026.
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On May 18, 2026, the Company issued a press release announcing it has entered into the Agreement.
The company disclosed entering into an Agreement on May 18, 2026. The 8-K does not specify the nature, parties, or terms of the Agreement within the body text, referring only to an attached press release (Exhibit 99.2) for details. Without access to the exhibit, the materiality and business impact cannot be assessed from this filing alone.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Ondas Inc. to acquire 100% of Omnisys Ltd. for $199M in stock plus up to $60M in earn-outs, closing expected Q2 2026.
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On May 16, 2026, Ondas Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”), by and among the Company, Omnisys Ltd., a company organized under the laws of the State of Israel (“Omnisys”), Omnisys’ shareholders listed on Exhibit A thereto (the “Company Shareholders”), and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement) and not in any personal capacity.
Ondas entered into a definitive agreement to acquire 100% of Omnisys Ltd., an Israeli company. The agreement involves Omnisys shareholders and designates Mr. Ofer Yarden as their representative. This is a material acquisition that will significantly expand Ondas's business operations.
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At the closing of the Acquisition, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of $199,000,000 of shares of the Company's common stock, par value $0.0001 per share (“Common Stock”), subject to certain adjustments set forth in the Agreement (the “Purchase Price”), of which (i) $29,000,000 of Common Stock shall be paid on the closing of the Acquisition, (ii) $142,500,000 of Common Stock shall be paid in five equal installments within twenty days following the closing of the Acquisition, and (iii) the balance of the Purchase Price shall be paid in Common Stock on the twenty-forth Trading Day (as defined in the Agreement) following the closing of the Acquisition.
The total purchase price is $199 million in Ondas common stock, paid in stages: $29M at closing, $142.5M in five installments over twenty days post-closing, and the remainder on the twenty-fourth trading day after closing. This staggered payment structure will result in significant dilution to existing shareholders over approximately $199,000,000 one month following the transaction close.
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Additionally, pursuant to the terms of the Agreement, for three years after the closing of the Acquisition, the Company Shareholders have an opportunity to earn an additional aggregate amount of up to $60,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Agreement, payable in Common Stock (the “Earn-Out Payments”).
Beyond the base purchase price, Omnisys shareholders can earn up to an additional $60 million in Ondas stock over three years if certain performance milestones are met. This contingent consideration could result in further shareholder dilution but aligns seller incentives with post-acquisition performance.
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The shares of Common Stock issued pursuant to the Acquisition, including the Earn-Out Payments, are to be registered for resale pursuant to a registration rights agreement to be entered into at closing of the Acquisition.
All shares issued to Omnisys shareholders will be registered for resale, meaning they can be sold in the public market once registered. This creates potential selling pressure on Ondas stock as the former Omnisys shareholders will have the ability to liquidate their holdings.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Ondas issued unregistered common stock to non-U.S. investors under Regulation S exemption.
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The issuances of shares of the Common Stock in Item 1.01 above will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with Regulation S thereunder, for sales to non-U.S. investors outside of the United States.
Ondas disclosed that it issued shares of common stock to non-U.S. investors without registering the securities under the Securities Act. The company is relying on Regulation S, which provides an exemption for offshore transactions. The specific details of the issuance are referenced in Item 1.01 of this 8-K, which is not included in the provided text.
Event · Item 9.01 — Financial Statements and Exhibits
Ondas Inc. entered into a Share Purchase Agreement to acquire Omnisys Ltd. on May 16, 2026.
Added in current filing · verify on EDGAR →
Share Purchase Agreement, dated May 16, 2026, by and among the Company, Omnisys Ltd., shareholders listed on Exhibit A thereto, and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties.
Ondas Inc. has executed a Share Purchase Agreement to acquire Omnisys Ltd. from its shareholders. Mr. Ofer Yarden is acting as the representative for the selling parties. The specific terms, purchase price, and schedules have been omitted from the public filing but will be provided to the SEC upon request.
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