Ondas Inc. (NASDAQ: ONDS) reported that it completed a major acquisition on July 2, 2026, buying 100% of the issued and outstanding membership interests of High Point UAS, LLC, a Delaware limited liability company. The transaction was completed under a Unit Purchase Agreement among Ondas, High Point, Highlander Partners Defense, LLC, DZYNE Management Holdings, LLC, High Flight Corporation, and Highlander Partners Defense, LLC acting as sellers’ representative. The purchase price consists of approximately $200 million in cash, including $12 million placed into escrow to secure the sellers’ indemnification and payment obligations, plus a substantial equity component. Ondas delivered 39,999,998 shares of its common stock to the sellers at closing, referred to as the “Immediate Shares,” and agreed to deliver an additional 44,999,998 shares on January 4, 2027, referred to as the “Locked-Up Shares.” In total, the equity consideration amounts to 84,999,996 shares of Ondas common stock, par value $0.0001 per share. The agreement also includes customary purchase price adjustments, representations and warranties, covenants, indemnities, and related limitations and thresholds. In connection with the acquisition, Ondas also entered into a Registration Rights and Lock-Up Agreement with the sellers on July 2, 2026. The agreement provides resale registration rights for the Immediate Shares and Locked-Up Shares, with Ondas agreeing to file prospectus supplements under Rule 424(b)(7) of the Securities Act to permit resale by the sellers, subject to lock-up and trading restrictions. The stock issuances were reported as unregistered sales of equity securities and were made in reliance on Rule 506 of Regulation D as transactions not involving a public offering. The Locked-Up Shares are subject to transfer restrictions for an initial six-month period following the July 2 closing date, unless Ondas gives written consent or the transfer is to permitted transferees. The lock-up could be extended for half of the Locked-Up Shares: if the average of the 30 daily VWAPs for Ondas common stock during the 30 consecutive trading days immediately before January 2, 2027 exceeds $20.00 per share, then the lock-up for 50% of those shares will be extended by an additional six months. The $20 threshold is subject to adjustment for stock splits, stock dividends, reverse splits, recapitalizations and similar events. The sellers are also subject to daily trading-volume limitations. Each seller may not sell, on any trading market in a single scheduled trading day, more than its incremental pro rata portion of 10% of Ondas common stock’s daily trading volume for that day. Affiliated sellers may aggregate their respective portions, but their combined sales remain capped at the aggregate limit. The filing does not disclose the sellers’ resulting percentage ownership of Ondas after the Immediate Shares or after the later issuance of the Locked-Up Shares. Ondas reported the transaction under Form 8-K Items 1.01 and 2.01 for entry into a material definitive agreement and completion of an acquisition, and under Item 3.02 for the unregistered equity issuance. The company also said it issued a fact sheet and updated investor presentation on July 6, 2026, and released a press release announcing the acquisition the same day. Required financial statements for the acquired business and pro forma financial information are expected to be filed by amendment within the applicable 71-day deadline following the due date of the acquisition report.