{"url_path":"/sec/onds/8-k/2026-07-06/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1646188/0001213900-26-075227-index.html","accession_number":"0001213900-26-075227","cik":"0001646188","ticker":"ONDS","issuer_name":"Ondas Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1646188/0001213900-26-075227-index.html","primary_entity_key":"0001646188","primary_entity_name":"Ondas Inc."},"word_count":740,"has_tables":true,"body_markdown":"** **\n\n**Item 2.01. Completion\nof Acquisition or Disposition of Assets.**\n\n* *\n\nOn July 2, 2026, Ondas\nInc. (the “Company”) entered into a Unit Purchase Agreement (the “Agreement”), by and among the Company, High\nPoint UAS, LLC, a Delaware limited liability company (“High Point”), Highlander Partners Defense, LLC, a Delaware limited\nliability company (“Highlander”), DZYNE Management Holdings, LLC, a Delaware limited liability company (“DZYNE Management”),\nHigh Flight Corporation, a Delaware corporation (“High Flight,” and collectively with Highlander and DZYNE Management, the\n“Sellers”), and Highlander Partners Defense, LLC, in its capacity as the Sellers Representative (as defined in the Agreement).\n\n \n\nPursuant to the\nAgreement, on July 2, 2026 (the “Closing Date”), the Company acquired 100% of the issued and outstanding membership\ninterests of High Point (the “Acquisition”), for an aggregate purchase price of (i) approximately $200 million in\ncash, including $12,000,000 deposited into an escrow account to serve as collateral for indemnification and payment obligations\nof the Sellers, (ii) 39,999,998 shares of Company common stock (“Common Stock”), par value $0.0001 per share (the\n“Immediate Shares”), which were delivered to the Sellers on the Closing Date, and (iii) an additional 44,999,998 shares\nof Common Stock, which are to be delivered to the Sellers on January 4, 2027 (the “Locked-Up Shares”).  The\nAgreement contains customary purchase price adjustments. The Agreement also contains customary representations and warranties,\ncovenants, and indemnities that are subject, in some cases, to specified exceptions, qualifications, limitations and thresholds.\n\n \n\nAlso, on July 2, 2026,\nthe Company entered into a Registration Rights and Lock-Up Agreement, by and among the Company and the Sellers (the “Registration\nRights and Lock-Up Agreement”). Pursuant to the Registration Rights and Lock-Up Agreement, the Locked-Up Shares are subject to restrictions\non transfer for a period of six (6) months following the Closing Date (the “Initial Lock-Up Period”), during which time the\nLocked-Up Shares may not be transferred without the Company’s written consent, other than transfers to certain permitted transferees as\nset forth in the Registration Rights and Lock-Up Agreement. Further, if the average of the thirty (30) Daily VWAPs (as defined in the\nRegistration Rights and Lock-Up Agreement) per share of Common Stock occurring on the thirty (30) consecutive trading day period immediately\npreceding January 2, 2027 exceeds $20.00 per share (subject to adjustment for any stock split, division or subdivision of shares, stock\ndividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction), the Initial\nLock-Up Period for fifty percent (50%) of the Locked-Up Shares shall be extended for an additional six (6) months.\n\n \n\nPursuant to the Registration\nRights and Lock-Up Agreement, the Company agreed to file with the Securities and Exchange Commission prospectus supplements pursuant to\nRule 424(b)(7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), providing for the resale by\nthe Sellers of such issued Immediate Shares and Locked-Up Shares, as applicable, subject to lock-up restrictions described above and the\ntrading limitation described below.\n\n \n\nPursuant to the Registration\nRights and Lock-Up Agreement, each Seller shall be subject to daily trading volume limitations, whereby a Seller may not sell, in the\naggregate, any shares of Common Stock issued to such Seller pursuant to the Agreement on any Trading Market (as defined in the Registration\nRights and Lock-Up Agreement) in any single Scheduled Trading Day (as defined in the Registration Rights and Lock-Up Agreement) to the\nextent such sales would exceed such Seller’s Incremental Pro Rata Portion (as defined in the Agreement) of ten percent (10%) of the Daily\nTrading Volume (as defined in the Registration Rights and Lock-Up Agreement) of the Common Stock with respect to such Scheduled Trading\nDay, provided that, if any Seller is an affiliate of another Seller, such affiliated Sellers may aggregate their respective Incremental\nPro Rata Portions, such that the aggregate sales by such affiliated Sellers on a given Scheduled Trading Day may not exceed the aggregate\nof such Incremental Pro Rata Portions.\n\n \n\nThe foregoing description\nof the Acquisition, the Agreement, and the Registration Rights and Lock-Up Agreement does not purport to be complete and is qualified\nin its entirety by the full text of the Agreement and the Registration Rights and Lock-Up Agreement, copies of which are attached hereto\nas Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by reference.\n\n \n\nA copy of the opinion\nof Snell & Wilmer L.L.P., Nevada counsel for the Company, relating to the legality of the issuance of the Immediate Shares is attached\nas Exhibit 5.1 hereto.\n\n** **\n\n 1"}