Ondas Holdings Inc. (NasdaqCM:ONDS) entered into a definitive agreement to acquire American Robotics, Inc. from Reese Mozer, Vijay Somandepalli, Eitan Babcock and other shareholders for $48.6 million on May 17, 2021. Ondas is acquiring American Robotics for consideration valued at approximately $70.6 million. The Agreement provides that the Company will acquire American Robotics in exchange for cash consideration in an amount equal to $7,500,000, less certain transaction expenses; 6,750,000 validly issued, fully paid and non-assessable shares of the Ondas’ common stock, $0.0001 par value per share, as such number may be adjusted by the terms of the Agreement; warrants, in the form of Exhibit E of the Agreement, exercisable for 1,875,000 shares of the Company’s common stock, $0.0001 par value per share, as such number may be adjusted pursuant to the terms of the Agreement; and the cash released to the Company Stockholders from the PPP Loan Escrow Amount. Ondas had previously made a loan to American Robotics in the aggregate amount of $2 million on April 22, 2021. Ondas will at the Closing have sufficient cash in immediately available funds to pay the Cash Consideration, the Company Stockholders’ Representative Expense Fund and the PPP Loan Escrow Amount, if any and the Company Transaction Expenses (if any) and any Funded Debt to be paid off at Closing. As a result of the transaction, American Robotics will become a direct wholly-owned Subsidiary of Ondas Holdings. Upon completion of the Transaction, Ondas Holdings Inc.’s common stock will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”), under the symbol “ONDS.” American Robotics reported total revenue of $0.008 million, total assets of $1.7 million, EBIT of -$2.6 million, net income of -$2.45 million, total common equity $1 million, net debt of $2.6 million and total debt of $3.62 million for the year end of December 31, 2020. The transaction is subject to customary closing conditions, including all requisite regulatory approvals have occurred or been obtained, approval by the Ondas stockholders of the equity securities to be issued to American Robotics stockholders. As of June 23, 2021, the board of directors of Ondas Holdings has unanimously approved the plan of merger. A special meeting of Ondas stockholders will be held on August 5, 2021, relating to the acquisition. Ondas Holdings Inc. and American Robotics have the right to terminate the Agreement if the Closing does not occur on or before September 30, 2021. The transaction is expected to close in the third quarter of 2021. National Securities Corp. acted as fairness opinion provider and Martin Burkett and Christina Russo of Akerman LLP acted as legal advisors to Ondas Holdings. Lisa Ellman, Randy Segal, Ashlee Sawyer Gilson, Gabrielle Witt, Daniel M. Davidson, Kevin K. Greenslade, Carin C. Carithers and George W. Ingham of Hogan Lovells US LLP acted as legal advisors to American Robotics. Globex Transfer, LLC acted as transfer agent to Ondas Holdings. Ondas Holdings Inc. (NasdaqCM:ONDS) completed the acquisition of American Robotics, Inc. from Reese Mozer, Vijay Somandepalli, Eitan Babcock and other shareholders on August 5, 2021.