Ondas Holdings Inc (ONDS)

[PRmaniac]

Here is the Omnisys $197 million purchase with Shares of Common Stock
Approximately $196,602,739.73
DESCRIPTION OF TRANSACTION

On May 16, 2026, we entered into a Share Purchase Agreement (the “Purchase Agreement”), by and among the Company, Omnisys Ltd., a company organized under the laws of the State of Israel (“Omnisys”), Omnisys’ shareholders listed on Exhibit A thereto (the “Company Shareholders”), and Mr. Ofer Yarden, solely in such person’s capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Purchase Agreement) and not in any personal capacity.



On May 21, 2026 (the “Closing Date”), pursuant to the Purchase Agreement, we acquired 100% of the issued and outstanding share capital (“Omnisys Shares”) of Omnisys (the “Acquisition”).



On the Closing Date, upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay an aggregate purchase price of $196,602,739.73 (the “Purchase Price”), payable in shares of our Common Stock, subject to the adjustments described in the Purchase Agreement. The Purchase Price consists of: (i) $29,000,000 paid on the Closing Date (the “First Installment Date”), of which $25,520,000 of Common Stock was issued to the Company Shareholders and $3,480,000 of Common Stock was deposited into escrow in accordance with the Purchase Agreement and the related escrow arrangements; (ii) $142,500,000 of Common Stock to be paid in five (5) equal installments within twenty (20) Trading Days (as defined in the Purchase Agreement) following the Closing Date; and (iii) the balance of the Purchase Price to be paid in Common Stock on the twenty-fourth (24th) Trading Day following the Closing Date (collectively, the “Additional Stock Consideration”).



On the First Installment Date, we issued 3,098,288 shares of Common Stock, of which 2,726,494 shares were issued to the Company Shareholders and 371,794 shares were deposited into escrow, all as provided in the Purchase Agreement. On May 28, 2026 (the “Second Installment Date”), we issued 2,714,285 shares of Common Stock, of which 2,388,571 shares were issued to the Company Shareholders and 325,714 shares were deposited into escrow, all as provided in the Purchase Agreement. The shares that remain scheduled for issuance and release will be issued and released in four (4) equal installments on the 8th, 12th, 16th and 20th Trading Days after the Closing Date, with the remaining balance scheduled for release on the 24th Trading Day after the Closing Date, in each case subject to the terms and conditions of the Purchase Agreement and applicable escrow arrangements.