Ondas Inc. Agrees to Acquire Gate Technologies and Bron Technologies Under Share Purchase Agreement

Ondas Inc. has agreed to acquire all outstanding shares of Gate Technologies Ltd., an Israeli company, and Bron Technologies sp. z o.o., a Polish company, according to a share purchase agreement filed with the SEC.

The agreement, dated September 14, 2026, was entered into by Ondas Inc., a Nevada corporation, together with Gate Technologies Ltd., organized under the laws of Israel, and Bron Technologies sp. z o.o., a private company organized under the laws of Poland, along with the companies' shareholders and a shareholders' agent. Under the deal, Ondas will purchase all of the company shares of both companies from their respective shareholders, free and clear of any encumbrances.

Consideration due at closing includes a base stock payment or, at Ondas's sole discretion, a substitute cash payment, calculated per company share, along with a closing cash consideration also due on the closing date. Additional consideration may become payable on a second and third payment date in the form of further base stock or substitute cash, as well as earn-out stock consideration or its cash substitute on specified earn-out payment dates.

Shareholders are also entitled to receive, upon release, their portion of a final adjustment, an escrow amount, and any holdback interim amount, each calculated per company share. Prior to signing, the Israeli company shareholder and the Polish company shareholders, together holding 100% of each company's outstanding shares, delivered unanimous written consents approving the agreement and waived any acquisition rights. Shareholders also submitted investor questionnaires confirming accredited investor or non-US person status.

The agreement includes withholding provisions tied to Israeli and other applicable tax law, allowing payors to deduct required tax amounts from cash or stock consideration, subject to prior written notice to shareholders and an opportunity to provide certification reducing or eliminating withholding. A paying agent is required to provide an undertaking under Israeli Income Tax Circular 19/2018 covering payments deliverable at future dates. The governing bodies of Ondas adopted and approved the agreement and the related transactions concurrently with its execution.

Finazon · prior-day close · Sep 11, 2026