Ondas Holdings (ONDS) to Acquire Airobotics for $15.2M

Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private wireless, drone and automated data solutions through its wholly owned subsidiaries, Ondas Networks Inc. ("Ondas Networks") and American Robotics, Inc. ("American Robotics", or "AR"), announced today that it has entered into a definitive merger agreement to acquire AIROBOTICS Ltd. (AIRO) ("Airobotics"), a leading Israeli developer of autonomous unmanned aircraft systems ("UAS") and automated data analysis and visualization platforms.

"I am thrilled to welcome Meir Kliner and the entire Airobotics team to Ondas," said Eric Brock, Chairman and CEO of Ondas. "Airobotics brings Ondas incredible talent, along with the Optimus System, a proven, world class automated drone platform, which is highly complementary to AR's market-leading Scout System™. The combination of Airobotics with American Robotics is a seminal event in the drone sector, creating a leading global provider of commercial drone solutions capable of scaling for customers. We believe the UAS industry will consolidate as the market transitions from development to growth. We will continue to position American Robotics to drive the technical and regulatory leadership required to lead this market."

"We are excited to join the Ondas team where we will advance our mission to provide market-leading solutions to our customers," said Meir Kliner, CEO & Co-Founder of Airobotics. "Combining with American Robotics offers massive benefits to our company and customers and will help accelerate our growth. Airobotics has developed a strong customer pipeline and is now positioned to leverage our investments in technology and the hard work of our team for growth. We look forward to working closely with our colleagues at American Robotics to maximize the potential of our companies and deliver for customers."

Additional details related to the acquisition of Airobotics will be discussed on the Company's earnings call scheduled for Tuesday, August 9, 2022 at 8:30am.

Transaction Details

Each issued and outstanding share of Airobotics will be converted into, and exchanged for, 0.16806 shares of Ondas common stock. Ondas expects to issue approximately 2.8 million shares as consideration to the Airobotics shareholders (excluding approximately 1.7 million shares underlying options and warrants to be outstanding following the acquisition), implying an acquisition value of approximately $15.2 million as of Friday, August 5, 2022. The acquisition is subject to the satisfaction of numerous conditions, including the receipt of Airobotics' shareholder approval in respect to the acquisition and the receipt of all material third party consents. The parties intend to complete the acquisition in the second half of 2022. We can provide no assurance that the acquisition will be completed as proposed or at all.

B. Riley Securities, Inc., a leading full service investment bank and wholly-owned subsidiary of B. Riley Financial, Inc., is serving as exclusive financial advisor toOndas in connection with the acquisition of Airobotics.

Akerman LLP and Pearl Cohen Zedek Latzer Baratz are serving as legal counsel to Ondas, and Herzog Fox & Neeman and Erez Rozenbuch Advocates are serving as legal counsel to Airobotics.

Conference Call & Audio Webcast Details

Ondas will hold a conference call on Tuesday, August 9, 2022, at 8:30 a.m. Eastern Time to discuss Ondas' financial results for the quarter ended June 30, 2022 and the acquisition of Airobotics. Investors may access a live webcast of the earnings conference call via the "News / Events" page of Ondas' Investor Relations website at https://ir.ondas.com. Following the presentation, a replay of the webcast will be available for 30 days in the same location of Ondas' website.

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