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NASDAQ: ONDS Ondas Inc. 8-K

Ondas acquires DZYNE Technologies for $875.8M in cash and stock, expanding defense portfolio

Filed July 6, 2026 · Period ending July 2, 2026 · ~2 min read

5 key changes 3 high relevance 7 sections

Key Changes

  • high

    Ondas acquired DZYNE Technologies for $875.8M ($200M cash, 85M shares valued at ~$675M), giving DZYNE shareholders 13.8% ownership with over half subject to six-month lock-up.

    Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR →
  • high

    DZYNE projects $191M revenue in 2026, over $300M in 2027, with 80%+ CAGR through 2028; EBITDA-positive in 2026, margins rising to mid-teens in 2027 and mid-20% by 2028.

    Exhibit 99.3 view on EDGAR →
  • high

    Ondas raised 2026 revenue target to at least $525M (from $390M), reflecting DZYNE and recent Omnisys acquisition; combined backlog $457M at Q1 2026 plus $111M from DZYNE.

    Exhibit 99.3 view on EDGAR →
  • medium

    Created Ondas Sentinel division integrating World View and DZYNE under unified U.S. defense platform; Ryan Hartman (World View CEO) leads as CEO, Matt McCue (DZYNE co-founder) as CTO.

    Exhibit 99.3 view on EDGAR →
  • medium

    Granted 500,000 RSUs and options for 1.5M shares (strike $7.92) to 255 newly hired DZYNE employees as inducement compensation, vesting over three years.

    Exhibit 99.3 view on EDGAR →

Summary

Ondas closed a transformative $875.8 million acquisition of DZYNE Technologies on July 2, 2026, significantly expanding its defense technology footprint. DZYNE brings long-endurance unmanned aircraft systems, counter-drone platforms (including the widely deployed Dronebuster), and autonomous strike capabilities serving U.S. military branches, SOCOM, and allied forces.

The deal was structured as $200 million cash and 85 million shares (roughly $675 million), with 45 million shares locked up for six months to align seller and buyer interests. DZYNE shareholders, led by Highlander Partners, now own approximately 13.8% of Ondas. The acquisition materially reshapes Ondas' financial profile.

DZYNE is expected to contribute $191 million in 2026 revenue and over $300 million in 2027, driving an 80%+ revenue CAGR through 2028. Management raised the combined company's 2026 revenue target to at least $525 million (up from $390 million), reflecting both DZYNE and the recently closed Omnisys acquisition. DZYNE is projected to be EBITDA-positive in 2026, with margins expanding from mid-teens in 2027 to mid-20% by 2028. The company reports a $1.5 billion three-year pipeline and $111 million in backlog as of June 30, 2026. Ondas formed a new Ondas Sentinel division to integrate DZYNE and World View into a unified U.S. defense platform spanning persistent ISR, counter-UAS, autonomous effects, and mission intelligence. The combined entity operates eight U.S. facilities with 330,000 square feet of manufacturing space and approximately 500 employees. To retain key talent, Ondas granted 500,000 RSUs and options for 1.5 million shares to 255 newly hired DZYNE employees under Nasdaq's inducement grant exception. The equity consideration and inducement grants represent meaningful dilution, though the six-month lock-up and daily trading volume restrictions (sellers limited to pro-rata portion of 10% of daily volume) should moderate near-term selling pressure.

Section-by-Section Diff

Event · Exhibit 99.3

Ondas acquired DZYNE Technologies for $875.8M in cash and stock, adding defense ISR, counter-UAS, and autonomous systems capabilities.

4 Added
Added DZYNE Technologies acquisition high

Added in current filing · view on EDGAR →

Ondas Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of advanced autonomous systems and next-generation defense and security technologies and services, announced today it has acquired DZYNE Technologies, LLC (“DZYNE”). This acquisition establishes Ondas as a vanguard autonomous defense platform, uniting complementary capabilities across multi-domain ISR, counter-UAS, autonomous effects, aerial security, precision strike, autonomous logistics, and AI-enabled mission orchestration to rapidly meet the complex, evolving requirements of modern warfare. The acquisition is valued at $875.8 million and was financed through a cash and stock structure intended to align the incentives of DZYNE management and investors with Ondas’ stockholders. Greater than 50% of the stock consideration is subject to a six-month lock-up.

Ondas completed an $875.8 million acquisition of DZYNE Technologies, a defense technology company specializing in autonomous aircraft, counter-drone systems, and autonomous effects. The deal was structured as cash and stock, with more than half the equity consideration subject to a six-month lock-up to align seller and buyer interests. DZYNE brings long-endurance ISR platforms, counter-UAS systems including the widely-fielded Dronebuster handheld device, and autonomous strike capabilities including the IonStrike kinetic interceptor.

Added Transaction structure and consideration high

Added in current filing · view on EDGAR →

Under the terms of the transaction, DZYNE shareholders received $200 million in cash and approximately 85 million Ondas shares valued at approximately $675 million. The DZYNE shareholders, led by Highlander, will own approximately 13.8% of Ondas’ outstanding shares. Of the 85 million shares, 45 million—more than half the equity consideration—are subject to a six-month lock-up.

DZYNE shareholders received $200 million cash and approximately 85 million Ondas shares (valued at roughly $675 million), giving them about 13.8% ownership of Ondas. The six-month lock-up on 45 million shares is designed to ensure long-term alignment. The majority owner, Highlander Partners, stated they took equity because they believe in the combined platform's long-term value.

Added DZYNE financial profile and updated Ondas outlook high

Added in current filing · view on EDGAR →

DZYNE is expected to generate $191 million in revenue for the full year 2026, and more than $300 million in 2027. The Company expects a revenue growth CAGR of greater than 80% from 2025-2028 driven by strong adoption of both the ULTRA platform for long-endurance ISR applications and the kinetic interceptor solution, IonStrike, along with a strong contribution from the counter-drone portfolio, including Dronebuster. DZYNE is expected to be EBITDA positive in 2026 and beyond. EBITDA margins are targeted in the mid-teens in 2027, rising to the mid-20% range by 2028. For 2026 Ondas is now targeting at least $525 million in revenue, significantly ahead of the Company’s previous target of at least $390 million.

DZYNE is projected to contribute $191 million in 2026 revenue and over $300 million in 2027, with an 80%+ revenue CAGR through 2028. DZYNE is expected to be EBITDA-positive in 2026, with margins rising from mid-teens in 2027 to mid-20% by 2028. Ondas raised its 2026 revenue target to at least $525 million (from $390 million previously), reflecting the addition of DZYNE and the recently closed Omnisys acquisition.

Added Formation of Ondas Sentinel division medium

Added in current filing · view on EDGAR →

Ondas has formed Ondas Sentinel, a dedicated operating division unifying its growing U.S. portfolio of autonomous defense technologies. Initially intended to integrate World View and DZYNE, it combines persistent ISR, counter-UAS, autonomous effects and mission intelligence into a scalable organization built to support larger, more integrated defense programs while leveraging common technology roadmaps, manufacturing, sustainment and AI-enabled mission software. Ryan Hartman, Chief Executive Officer of World View, will serve as Chief Executive Officer of Ondas Sentinel, while Matt McCue, co-founder and Chief Executive Officer of DZYNE, will become Chief Technology Officer of Ondas Sentinel.

Ondas created a new operating division, Ondas Sentinel, to integrate World View and DZYNE under a unified U.S. defense platform. Ryan Hartman (World View CEO) will lead Ondas Sentinel as CEO, and Matt McCue (DZYNE co-founder and CEO) will serve as CTO. The division is designed to pursue larger, integrated defense programs by combining persistent ISR, counter-UAS, and autonomous effects capabilities.

Event · Exhibit 99.2

5 Added
Added DZYNE Technologies acquisition high

Added in current filing · view on EDGAR →

Total consideration $875 million Structure $200 million Cash // $675 million Equity Ownership • DZYNE shareholders receive 85 million shares • DZYNE equity owners led by Highlander Partners will own approximately 13.8% • > 50% of Equity consideration subject to six-month lockup

Ondas acquired DZYNE Technologies for $875 million in a transaction that closed July 2, 2026. The consideration consists of $200 million in cash and $675 million in equity (85 million shares). DZYNE equity owners, led by Highlander Partners, will own approximately 13.8% of Ondas post-transaction, with over 50% of the equity consideration subject to a six-month lockup period. DZYNE is a defense technology company specializing in long-endurance unmanned aircraft systems (UAS), counter-UAS systems, and autonomous effects platforms.

Added DZYNE financial profile and revenue outlook high

Added in current filing · view on EDGAR →

DZYNE: > $300M 2027F rev | 80%+ revenue CAGR (2025-28) | Mid-Teens EBITDA % in 2027, rising to mid 20% range by 2028

DZYNE is projected to generate over $300 million in revenue in 2027, with revenue growing at over 80% compound annual growth rate from 2025 through 2028. The company is expected to achieve mid-teens EBITDA margins in 2027, rising to the mid-20% range by 2028. DZYNE reported $191 million in 2026 forecasted revenue, over $1.5 billion in three-year pipeline as of June 30, 2026, and $111 million in backlog as of the same date.

Added Combined platform and operational scale high

Added in current filing · view on EDGAR →

Establishes Ondas Sentinel, combining DZYNE and World View into a scalable U.S. operating platform with engineering, manufacturing, deployment and sustainment capabilities.

The acquisition establishes Ondas Sentinel, a new operating division that combines DZYNE and World View (acquired in April 2026) into a unified U.S. defense platform. The combined entity operates eight U.S. facilities with 330,000 square feet of manufacturing space, approximately 500 employees, and over 140 engineers. DZYNE adds 145,000 square feet of U.S.-based manufacturing capacity across facilities in Irvine CA, Portland OR, and Boise ID, plus 119 engineers and vertically integrated design and manufacturing capabilities.

Added Updated 2026 revenue target high

Added in current filing · view on EDGAR →

$525M+ Full-year 2026 revenue target — raised

Ondas raised its full-year 2026 revenue target to over $525 million.

Added Product portfolio and market positioning high

Added in current filing · view on EDGAR →

Combines persistent ISR, aerial security and counter-UAS, autonomous effects and AI-enabled mission intelligence into one of the industry's broadest independent autonomous defense platforms.

The acquisition positions Ondas across four defense categories: long-endurance ISR (ULTRA and LEAP unmanned aircraft with 3+ and 1+ day endurance respectively), counter-UAS systems (IonStrike interceptor, Dronebuster handheld, Sawtooth fixed-site), autonomous effects (Blitz, Grasshopper, Crusader launched systems), and multi-domain intelligence. DZYNE's systems have accumulated over 50,000 operational flight hours and are deployed with U.S. Combatant Commands, the U.S. Air Force, Army, Navy, SOCOM, and allied forces. The combined addressable market is projected at $20.8 billion in 2025, growing to over $44 billion by 2030.

Event · Exhibit 99.1

Ondas acquired DZYNE Technologies, a defense tech company, for cash and stock, expanding into autonomous defense platforms with $191M 2026 revenue forecast.

5 Added
Added DZYNE Technologies acquisition high

Added in current filing · view on EDGAR →

Ondas Inc. (NASDAQ: ONDS) has acquired DZYNE Technologies, LLC, a U.S.-based defense technology company recognized for long-endurance autonomous aircraft, counter-drone systems, autonomous effects and mission-critical defense technologies. The consideration included a mixture of cash and stock designed to align DZYNE investors with Ondas stockholders. Greater than 50% of the stock consideration is subject to a six-month lock-up.

Ondas completed the acquisition of DZYNE Technologies, a defense technology company specializing in autonomous aircraft, counter-drone systems, and autonomous effects. The transaction was structured with a mix of cash and stock, with more than half of the stock consideration subject to a six-month lock-up period to align seller and buyer interests.

Added Strategic rationale and business expansion high

Added in current filing · view on EDGAR →

The acquisition expands Ondas across persistent intelligence, aerial security, mission intelligence and autonomous effects, bringing together complementary technologies in multi-domain ISR, counter-UAS, precision strike and AI-enabled mission orchestration. Serves as the organizational foundation along with World View for Ondas Sentinel a dedicated U.S. defense division.

The acquisition significantly expands Ondas' capabilities across multiple defense domains including intelligence, surveillance, reconnaissance (ISR), counter-unmanned aircraft systems (counter-UAS), and autonomous effects. DZYNE will operate within a newly created division called Ondas Sentinel alongside World View, establishing a dedicated U.S. defense business unit.

Added Revenue and growth projections high

Added in current filing · view on EDGAR →

Revenue forecast: $191 million in 2026, growing to >$300 million in 2027 > 80% expected growth CAGR 2025-2028 $1.5 billion 3Y pipeline, $111 million in backlog (6/30/26)

The combined entity projects $191 million in revenue for 2026, growing to over $300 million in 2027, representing more than 80% compound annual growth rate from 2025 to 2028. The company reports a $1.5 billion three-year pipeline and $111 million in backlog as of June 30, 2026.

Added Profitability outlook high

Added in current filing · view on EDGAR →

EBITDA margin + in 2026, growing to mid-teens in 2027 and mid 20% range by 2028

The company expects positive EBITDA margins in 2026, expanding to mid-teens percentage in 2027 and reaching the mid-20% range by 2028, indicating a path to significant profitability improvement over the next two years.

Added Customer base and market position medium

Added in current filing · view on EDGAR →

TRUSTED WORLDWIDE U.S. AIR FORCE U.S. ARMY U.S. NAVY USSOCOM HOMELAND SECURITY NGA NASA AFRL DARPA AUSTRALIAN DEFENCE FORCES JAPAN SELF- DEFENSE FORCES ROYAL THAI ARMY

DZYNE brings established relationships with major U.S. defense agencies including all military branches, special operations command, homeland security, and intelligence agencies, as well as allied defense forces in Australia, Japan, and Thailand. This customer base provides Ondas with broader access to U.S. and allied defense markets.

Event · Item 7.01 — Regulation FD Disclosure

~200 words

Ondas issued a fact sheet and updated investor presentation regarding an acquisition.

1 Added
Added Acquisition disclosure materials medium

Added in current filing · verify on EDGAR →

On July 6, 2026, the Company issued a fact sheet regarding the Acquisition. A copy of the fact sheet is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Also on July 6, 2026, the Company released an updated investor presentation. The Company expects to use this updated presentation, either in whole or in part, in connection with presentations to investors, analysts and others. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Ondas disclosed that it issued a fact sheet and an updated investor presentation related to an acquisition. The company plans to use the presentation in meetings with investors and analysts. The 8-K does not provide details about the acquisition itself, the target, terms, or timing—only that disclosure materials have been prepared and furnished as exhibits.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~86 words

Ondas issued unregistered equity securities under Regulation D Rule 506 in a private placement transaction.

1 Added
Added Unregistered equity issuance medium

Added in current filing · verify on EDGAR →

The issuances of the Immediate Shares and the Locked-Up Shares in Item 2.01 are exempt from the registration requirements of the Securities Act in accordance with Rule 506 of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering.

Ondas issued equity securities (referred to as Immediate Shares and Locked-Up Shares) in a private placement exempt from SEC registration under Regulation D Rule 506. The filing cross-references Item 2.01 for transaction details, which are not included in the provided excerpt. This represents a capital-raising or compensation event using unregistered shares.

Event · Item 2.01 — Completion of Acquisition or Disposition of Assets

~1,000 words

Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.

3 Added
Added High Point UAS acquisition high

Added in current filing · verify on EDGAR →

on July 2, 2026 (the “Closing Date”), the Company acquired 100% of the issued and outstanding membership interests of High Point (the “Acquisition”), for an aggregate purchase price of (i) approximately $200 million in cash, including $12,000,000 deposited into an escrow account to serve as collateral for indemnification and payment obligations of the Sellers, (ii) 39,999,998 shares of Company common stock (“Common Stock”), par value $0.0001 per share (the “Immediate Shares”), which were delivered to the Sellers on the Closing Date, and (iii) an additional 44,999,998 shares of Common Stock, which are to be delivered to the Sellers on January 4, 2027 (the “Locked-Up Shares”).

Ondas completed the acquisition of High Point UAS, a defense contractor, for approximately $200 million in cash plus 85 million shares of common stock (40 million delivered immediately, 45 million deferred to January 2027). The cash component includes $12 million held in escrow for indemnification. This represents a significant expansion into the defense sector and substantial equity dilution for existing shareholders.

Added Share lock-up and transfer restrictions high

Added in current filing · verify on EDGAR →

Pursuant to the Registration Rights and Lock-Up Agreement, the Locked-Up Shares are subject to restrictions on transfer for a period of six (6) months following the Closing Date (the “Initial Lock-Up Period”), during which time the Locked-Up Shares may not be transferred without the Company’s written consent, other than transfers to certain permitted transferees as set forth in the Registration Rights and Lock-Up Agreement. Further, if the average of the thirty (30) Daily VWAPs (as defined in the Registration Rights and Lock-Up Agreement) per share of Common Stock occurring on the thirty (30) consecutive trading day period immediately preceding January 2, 2027 exceeds $20.00 per share (subject to adjustment for any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction), the Initial Lock-Up Period for fifty percent (50%) of the Locked-Up Shares shall be extended for an additional six (6) months.

The 45 million deferred shares face a six-month lock-up from closing (through January 2027). If the stock's 30-day average VWAP exceeds $20 per share by January 2, 2027, half of these locked-up shares face an additional six-month restriction. This structure limits near-term selling pressure but creates potential overhang once restrictions lift.

Added Daily trading volume limitations medium

Added in current filing · verify on EDGAR →

Pursuant to the Registration Rights and Lock-Up Agreement, each Seller shall be subject to daily trading volume limitations, whereby a Seller may not sell, in the aggregate, any shares of Common Stock issued to such Seller pursuant to the Agreement on any Trading Market (as defined in the Registration Rights and Lock-Up Agreement) in any single Scheduled Trading Day (as defined in the Registration Rights and Lock-Up Agreement) to the extent such sales would exceed such Seller’s Incremental Pro Rata Portion (as defined in the Agreement) of ten percent (10%) of the Daily Trading Volume (as defined in the Registration Rights and Lock-Up Agreement) of the Common Stock with respect to such Scheduled Trading Day

Sellers are restricted to selling no more than their pro-rata portion of 10% of daily trading volume on any given day. This provision aims to prevent large block sales from overwhelming the market, though it still permits meaningful selling once lock-up periods expire.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~16 words

8-K filing appears incomplete or truncated, disclosing entry into a material definitive agreement with no substantive details provided.

1 Added
Added Material definitive agreement high

Added in current filing · verify on EDGAR →

Item 1.01. Entry into a Material Definitive Agreement. The disclosure included in

The filing indicates entry into a material definitive agreement under Item 1.01 but provides no substantive information about the agreement's terms, parties, or purpose. The text appears to be incomplete or truncated mid-sentence. Investors cannot assess the nature or impact of this agreement from the filing as presented.

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