NOTE 19 – SUBSEQUENT EVENTS

Deferred OAS Exchange

Pursuant to the OAS Exchange Agreements, on January 5, 2026, the Company issued 2,389,203 shares of Common Stock to the OAS Holders that deferred the closing of the OAS Exchange. After giving effect to the OAS Exchange, the Company owns approximately 99% of OAS on a fully diluted basis.  

Networks Investment

On January 16, 2026, Networks entered into a Series B Preferred Stock Purchase Agreement (the “2026 Networks Agreement”) for an investment of $8.4 million in Networks (the “2026 Networks Offering”). The 2026 Networks Agreement was entered into with the purchasers named therein (the “2026 Purchasers”) for the sale of shares of Networks Preferred Stock for a purchase of $8.4 million. The 2026 Networks Offering was consummated on January 16, 2026.  

Pursuant to the 2026 Networks Agreement, the 2026 Purchasers would acquire the following in the 2026 Networks Offering for gross proceeds to Networks of $8.4 million, which included approximately $6.0 million from the Company and approximately $2.0 million from C&P, as Purchasers: (i) 303,250 shares of Networks Preferred Stock (the “Purchased Preferred Stock”), at a purchase price of $27.70 per share (the “2026 Original Issue Price”), convertible into shares of Networks Common Stock; and (ii) 667,551 shares of Networks Preferred Stock (the “Networks Converted Preferred Stock,” together with the Networks Purchased Preferred Stock, the “2026 Networks Preferred Stock”), convertible into shares of Networks Common Stock upon the exercise of the Networks Warrants and the conversion of the Ondas Networks Convertible Notes.

The 2026 Networks Preferred Stock accrues dividends at the rate per annum of eight percent (8%) of the 2026 Original Issue Price. Dividends shall be payable only when, as, and if declared by the board of directors of Networks and Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Networks Preferred Stock, with such valuation based on the 2026 Original Issue Price. Each share of Networks Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the 2026 Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $27.70. In lieu of any fractional shares to which the holder would otherwise be entitled, the number of shares of Networks Common Stock to be issued upon conversion of the Networks Preferred Stock shall be rounded to the nearest whole share. 

Pursuant to the 2026 Networks Agreement, the 2026 Purchasers became parties to those certain investors’ rights agreement, right of first refusal agreement, and voting agreement, dated January 16, 2026. 

Also on January 16, 2026, Networks entered into that certain Letter Agreement, by and among Networks and the signatories thereto, pursuant to which the maturity date of the Networks Secured Note was amended to December 31, 2027.

Registrant Direct Offering

On January 9, 2026, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Oppenheimer & Co. Inc., as representative of the placement agents named in Schedule I thereto (the “Placement Agents”), relating to the Company’s offering (the “2026 Offering”) of (i) 19,000,000 shares of Common Stock (the “2026 Shares”), or (ii) in lieu of Common Stock, pre-funded warrants (the “2026 Pre-Funded Warrants,” together with the 2026 Shares, the “2026 Common Stock Equivalents”) to purchase up to 41,790,274 shares of Common Stock (the “2026 Pre-Funded Warrant Shares”). The 2026 Common Stock Equivalents were accompanied by warrants (the “2026 Common Warrants,” together with the 2026 Pre-Funded Warrants, the “2026 Warrants”) to purchase a total of 121,580,548 shares of Common Stock (the “2026 Common Warrant Shares,” together with the 2026 Pre-Funded Warrant Shares, the “2026 Warrant Shares”). The 2026 Common Stock Equivalents with the accompanying 2026 Common Warrants were sold pursuant to the terms of a Securities Purchase Agreement, dated January 9, 2026 (the “2026 SPA”), by and between the Company and each investor listed on the Schedule of Buyers attached thereto (the “2026 Investor”) in connection with the 2026 Offering.

The 2026 Offering price for (i) each 2026 Share and accompanying 2026 Common Warrant to purchase two (2) shares of Common Stock was $16.45 and (ii) each 2026 Pre-Funded Warrant and accompanying 2026 Common Warrant to purchase two (2) shares of Common Stock was $16.45 (with all but a nominal exercise price of $0.0001 per share prepaid as of the issuance date). The 2026 Pre-Funded Warrants were immediately exercisable and will expire seven years from the date of issuance. As of the date hereof, the 2026 Pre-Funded Warrants have been fully exercised. The 2026 Common Warrants have an exercise price of $28.00 per share, were immediately exercisable and will expire seven years from the date of issuance. The net proceeds to the Company from the 2026 Offering are approximately $959.2 million, after deducting placement agent fees and estimated offering expenses payable by the Company and excluding any proceeds that may be received from the exercise of the 2026 Warrants. If the 2026 Common Warrants are fully exercised on a cash basis, the Company has the potential to raise approximately $3.4 billion in additional gross proceeds. No assurance can be given that any of the 2026 Common Warrants will be exercised. The 2026 Offering closed on January 12, 2026, subject to the satisfaction of customary closing conditions.

Acquisitions

Rotron Aero

On February 2, 2026, the Company entered into a definitive agreement to acquire Rotron Aerospace Ltd. (“Rotron”), a UK-based developer of advanced unmanned aerial systems and long-range autonomous platforms designed for extended-reach operations and autonomous strike missions.

Pursuant to that certain Sale and Purchase Agreement (the “Rotron Agreement”), by and among the Company, Gilo Holdings Ltd., a private limited company existing under the laws of England and Wales (“Gilo”) and indirect owner of Rotron, and the shareholders of Gilo (the “Rotron Shareholders”), the Company acquired 100% of the issued share capital of Gilo, for a purchase price of (i) approximately $6,662,046 in cash and (ii) 3,334,753 shares (the “Rotron Shares”) of Common Stock (the “Rotron Acquisition”). Pursuant to the Rotron Agreement, the Rotron Shareholders agreed, subject to certain customary exceptions, not to sell, transfer or dispose of 659,731 of the Rotron Shares for a period of twelve (12) months after the closing of the Rotron Acquisition. 

Mistral, Inc.

On March 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Mistral Agreement”), by and among the Company, Project Cyclone Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Mistral, Inc., a Delaware corporation (“Mistral”), and Shoshana Banai (the “Mistral Stockholder”).

The Mistral Agreement provides that, upon the terms and subject to the conditions set forth in the Mistral Agreement, the Company will acquire 100% of the issued and outstanding shares of Mistral (the “Mistral Merger”). At the closing of the Mistral Merger, upon the terms and subject to the conditions set forth in the Mistral Agreement, the Company shall pay an aggregate amount of $175 million, comprised of (i) $122.5 million of shares of Common Stock, subject to certain adjustments set forth in the Mistral Agreement, of which (a) $17.5 million shall be deposited into an escrow account for the purpose of securing the obligations of the Mistral Stockholder as set forth in the Mistral Agreement and (b) the remaining $105 million shall be paid in seven equal installments within twenty days following the closing of the Mistral Merger, and (ii) $52.5 million of shares of Common Stock shall be deposited into an escrow account and released as follows: (x) $26.25 million on the first anniversary of the closing of the Mistral Merger, (y) $13.13 million on the second anniversary of the closing of the Mistral Merger, and (z) $13.13 million on the third anniversary of the closing of the Mistral Merger. The Merger is expected to close in the second quarter of 2026.

Bird Aerosystems Ltd.

On March 11, 2026, the Company entered into a Share Purchase Agreement (the “Bird Purchase Agreement”), by and among the Company, Bird Aerosystems Ltd., a company organized under the laws of the State of Israel (“Bird”), Bird’s shareholders, and a General Partnership organized under the laws of the State of Israel, solely in its capacity as the representative, agent and attorney-in-fact of the indemnifying parties (the “Bird Shareholders’ Agent”). Also on March 11, 2026 (the “Bird Closing Date”), pursuant to the Bird Purchase Agreement, the Company acquired 100% of the issued and outstanding share capital (“Bird Shares”) of Bird (the “Bird Transaction”). On the Bird Closing Date, upon the terms and subject to the conditions set forth in the Bird Purchase Agreement, the Company paid an aggregate amount of (i) $5,173,589 in cash and (ii) issued 6,933,110 shares of Common Stock. Pursuant to the Bird Purchase Agreement, on March 18, 2026, the Company (i) paid an additional $320,662 in cash and (ii) issued an additional 3,358,097 shares of Common Stock.

Indo Earth Moving Ltd.

On March 17, 2026, the Company entered into a Share Purchase Agreement (the “Indo Agreement”), by and among the Company, Indo Earth Moving Ltd., a company organized under the laws of the State of Israel (“Indo”), Indo’s shareholders as set forth on Exhibit B thereto (the “Indo Sellers”), and the shareholders’ agent. Pursuant to the Indo Agreement, on March 17, 2026, (the “Indo Closing Date”), the Company acquired 100% of the issued and outstanding share capital of Indo (the “Indo Share Capital”), for a purchase price of $5,663,398 in cash and 5,493,388 shares of Common Stock (the “Indo Shares”), including (a) 2,441,506 shares of Common Stock issued on the Indo Closing Date and (b) 3,051,882 shares of Common Stock to be issued within five business days following the achievement of the First Milestone (as defined in the Indo Agreement) (the “Indo Acquisition”). Pursuant to the Indo Agreement, the Company may declare that the Indo Acquisition is null and void prior to the First Milestone if Indo is not able to meet the full terms of the Tender (as defined in the Indo Agreement).

Additionally, pursuant to the terms of the Indo Agreement, for three years after the Indo Closing Date, the Indo Sellers have an opportunity to earn an additional aggregate amount of up to $140,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Indo Agreement, payable in Common Stock.

World View Enterprises, Inc.

On March 2, 2026, the Company made a $10 million strategic investment in World View Enterprises, Inc. (“World View”), a leader in high-altitude balloon Interconnected Intelligence and stratospheric remote sensing. On March 23, 2026, the Company entered into that certain Agreement and Plan of Merger (the “World View Agreement”), by and among the Company, a wholly owned subsidiary of Parent, World View and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the Representative (as defined in the World View Agreement).

The World View Agreement provides that, upon the terms and subject to the conditions set forth in the World View Agreement, the Company will acquire 100% of the issued and outstanding shares of World View (the “World View Merger”). At the closing of the World View Merger, upon the terms and subject to the conditions set forth in the World View Agreement, the Company shall pay an aggregate amount of $150 million, subject to certain adjustments set forth in the World View Agreement, comprised of up to approximately $129.5 million of shares of Common Stock, subject to certain adjustments set forth in the World View Agreement. The World View Merger is expected to close in the second quarter of 2026.

4M Defense Ltd.

On March 16, 2026, pursuant to the Supplement to Share Purchase Agreement, dated March 16, 2026, by and between the Company, 4M, HoldCo and Mr. Cohen (the “4M Supplement”), the Company acquired the remaining 30% of the issued and outstanding share capital of HoldCo from Mr. Cohen, for a purchase price of (i) 352,968 shares of Common Stock, and (ii) an additional amount of up to $1,400,000 shares of Common Stock in contingent earn-out payments, subject to certain milestones as set forth in the 4M Supplement.

ONBERG Autonomous Systems

On March 18, 2026, the Company announced the formation of ONBERG Autonomous Systems, a 51% owned joint venture with HD Advanced Technologies GmbH (“HDAT”). The joint venture formalizes the Memorandum of Understanding signed in December 2025 and establishes a strategic platform to deliver autonomous drone defense and security systems across Germany and Ukraine in first phase.

Other

On March 12, 2026, the Company entered a strategic partnership between Palantir, the Company and World View.