Ondas acquires GATE Technologies and Bron Technologies for $205M plus earn-out, adding electronic safe & arm and fuze tech

The company furnished a fact sheet about an acquisition as Exhibit 99.1. The 8-K body does not provide details of the acquisition itself; those would be in the exhibit.

The 8-K discloses that Ondas Inc. entered into a material definitive agreement. The filing indicates that the details of the agreement are incorporated by reference from another source, but the specific terms are not included in the provided text.

An additional approximately $22.5 million in consideration will be issued within nine months of closing, contingent on the indemnifying parties meeting certain post-closing obligations. This deferred payment is part of the overall acquisition consideration.

The sellers are subject to daily trading volume limitations, capped at 15% of the average daily trading volume over the prior ten trading days. The company also agreed to file a prospectus supplement within one business day of issuing shares to facilitate resale.

Ondas issued Consideration Shares in connection with the transaction described in Item 2.01. These shares were sold to non-U.S. investors outside the United States and are exempt from SEC registration under Regulation S.

Ondas acquired GATE Technologies and its European affiliate Bron Technologies. GATE develops Electronic Safe & Arm Devices and advanced electronic fuzing technologies used in rockets, missiles, UAVs and loitering munitions. The acquisition adds a mission-critical technology layer to Ondas' Precision Strike platform.

The deal is valued at $205 million, mostly cash, with a working capital adjustment and up to $185 million in performance-based earn-outs. Ondas expects the acquired business to contribute more than $130 million of aggregate Adjusted EBITDA through 2028.

Ondas plans to establish U.S. engineering, integration, qualification and production capabilities, targeting U.S.-produced finished products and integrated systems for the first half of 2027.

GATE's products are integrated into more than dozens of weapon systems, including approximately 100 reported RUBI LM configurations, demonstrating established customer adoption across defense programs.

Ondas is acquiring GATE Technologies, an Israeli defense tech company specializing in Electronic Safe & Arm Devices and electronic fuzing, along with Bron Technologies, a European manufacturing and certification affiliate. The deal expands Ondas' precision-strike platform with mission-critical safety and arming components used in missiles, rockets, UAVs, and loitering munitions.

The purchase price is split between $105 million cash and $100 million in Ondas stock, with $22.5 million of the stock deferred up to nine months post-closing. A working capital adjustment and up to $185 million in performance-based earn-out consideration tied to financial targets through 2028 are also included.

The filing cites MarketsandMarkets data projecting the loitering munition market to grow from about $5.4 billion in 2025 to $13.3 billion in 2030, a roughly 20% CAGR. Ondas believes GATE is positioned to benefit from this growth because each munition requires safe-and-arm and fuzing content.