Ondas Holdings Inc. (NasdaqCM:ONDS) signed a term sheet to acquire Airobotics Ltd. (TASE:AIRO) on July 5, 2022. Ondas Networks Inc. and American Robotics, Inc. entered into an Agreement of Merger to acquire Airobotics Ltd. for $15.6 million on August 4, 2022. Under the terms, Each issued and outstanding share of Airobotics is expected to be converted into, and exchanged for, 0.16806 shares of Ondas Holdings common stock.

Ondas expects to issue approximately 2.8 million shares as consideration. Post completion, Airobotics shall be delisted from TASE. In case of termination, Airobotics shall pay a termination fee of $0.8 million.

The proposed acquisition or merger is subject to the satisfaction of numerous conditions, including requisite regulatory approvals being obtained, the preparation, negotiation and execution of a definitive agreement, the receipt of any required board and shareholder approvals in respect to the proposed acquisition or merger, Form S-4 shall have become effective, the satisfactory completion by Ondas of its due diligence review, Parties shall have obtained the consents and approvals from third parties, Airobotics obtaining the requisite stockholder approval and the receipt of all material third party consents. Airobotics board has unanimously approved this Agreement. Ondas Holdings and Airobotics have agreed to an exclusivity period until the earlier of August 4, 2022 or the execution of a definitive agreement.

As of November 30, 2022, the registration statement has become effective. As of December 12, 2022, the dual listing application has been approved by TASE and ISA. As of December 19, 2022, shareholders of Airobotics Ltd approved the acquisition.

The transaction is expected to complete in the second half of 2022. As of November 18, 2022, The transaction is expected to complete in the fourth quarter of 2022. As of December 19, 2022, transaction is expected to close by the end of January 2023.

B. Riley Securities, Inc. acted as financial advisor to Ondas Holdings Inc. Martin G. Burkett and Christina Russo of Akerman LLP and Yael Baratz of Pearl Cohen Zedek Latzer Baratz acted as legal advisor for Ondas Holdings. Yuval Meidar and Gilad Yacubovich of Herzog, Fox and Neeman acted as legal advisor for Airobotics. Erez Rozenbuch Advocates acted as a legal advisor to Airobotics.