VisionWave Announces Strategic Investment in Foresight Autonomous Holdings and Integration with xClibre™ AI Video Intelligence

Rhea-AI Summary

VisionWave (Nasdaq: VWAV) signed a non-binding term sheet to acquire up to 51% of Foresight Autonomous (Nasdaq: FRSX) for $17.5 million in VWAV common stock and completed acquisition of the xClibre AI video intelligence IP on April 10, 2026, independently valued at approximately $60 million.

Transactions are two-stage with board seats, include 7,000,000 VWAV shares and a $6.0 million promissory note, and target integration and proof-of-concept work in H2 2026.

Positive

• xClibre IP acquired and independently valued at approximately $60 million
• Term sheet for up to 51% of Foresight via $17.5M in VWAV stock
• VisionWave gains two board seats at Stage 1 closing
• Targeted H2 2026 proof-of-concept for xClibre integration

Negative

• Issuance of 7,000,000 VWAV shares creating potential dilution
• Acquisition includes a $6.0M promissory note liability
• Foresight deal remains subject to due diligence and regulatory approvals
• Additional 6% equity contingent on qualifying pilot creates execution uncertainty

Argus Apr 21 session

-8.10% close to close Open Argus

Details

News Market Reaction – VWAV

In the Apr 21 session, VWAV declined 8.10%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.1% in the session following this news. A negative reaction despite strategic AI e...

Analysis

The stock moved -8.1% in the session following this news. A negative reaction despite strategic AI expansion fits prior mixed responses to VisionWave’s AI announcements, which have averaged only -0.18% moves. The decline could reflect concern over equity-funded deals, including 7,000,000 shares plus a $6,000,000 note for xClibre and a $17.5 million stock-based Foresight stake. With shares already trading well below the $9.01 200-day MA, sentiment has been cautious around capital structure and execution risk.

Key Figures

Foresight stake target: 51% ownership Foresight consideration: $17.5 million in equity Stage 1 Foresight stake: 45% ownership +5 more

Foresight stake target

51% ownership

Planned strategic investment in Foresight Autonomous Holdings

Foresight consideration

$17.5 million in equity

VisionWave common stock for up to 51% Foresight stake

Stage 1 Foresight stake

45% ownership

Initial closing of Foresight investment

Stage 2 Foresight stake

6% ownership

Additional stake contingent on qualifying pilot project

xClibre share payment

7,000,000 shares

VWAV common stock for xClibre IP acquisition

xClibre note

$6,000,000 promissory note

Part of consideration for xClibre IP portfolio

xClibre IP valuation

approximately $60 million

Independent valuation by BDO Consulting Group

xClibre POC timing

H2 2026

Target completion of structured proof-of-concept

Previous AI Reports

5 past events · Latest: Mar 11

Same Type 5 events

1. Mar 11

   SaverOne AI platform

   24h Move

   +3.6%

   Phase One SaverOne deal activates RF sensing within AI defense platform.

2. Mar 09

   AI platform expansion

   24h Move

   -2.7%

   Corporate update on autonomous systems, counter-drone defense and AI infrastructure.

3. Feb 19

   AI radar concept

   24h Move

   -5.5%

   Launch of feasibility work on AI-controlled intelligent radar with mesh decoy nodes.

4. Feb 02

   AstraDRC POC

   24h Move

   -6.4%

   AstraDRC AI microchip design POC nearing demo with a major semiconductor partner.

5. Dec 23

   New AI patent

   24h Move

   +10.1%

   USPTO issues patent expanding protection for RF imaging and AI detection platform.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

rf sensing, stereo vision, thermal imaging, ai video intelligence, +4 more

8 terms

rf sensing technical

"Modern defense and security environments demand sensing systems... VisionWave’s own RF-based AI detection"

RF sensing uses radio waves—similar to the signals your phone or Wi‑Fi sends—to detect or measure the presence, motion, distance or basic characteristics of objects and people without physical contact. Investors care because it can turn common wireless hardware into new products and services (security, smart homes, health monitoring, industrial sensing), driving recurring revenue and cost savings, while also carrying regulatory and privacy risks that affect adoption and value.

stereo vision technical

"Foresight’s camera-based stereo and thermal perception, proven across automotive and defense programs"

Stereo vision is the ability to perceive depth and three-dimensional shape by comparing two slightly different views captured from separate cameras or eyes, much like how having two eyes lets you judge how far away an object is. For investors, stereo vision matters because it is a core technology for products that need accurate depth sensing—such as autonomous vehicles, robotics, augmented reality, and certain medical imaging devices—and it can affect a company’s product performance, safety profile, competitive edge, and market potential.

thermal imaging technical

"VISUAL PERCEPTION | Foresight (FRSX) — stereo vision, thermal imaging, 3D obstacle detection"

Thermal imaging is a camera-based technology that detects infrared radiation and turns differences in heat into a visible picture, like a camera that 'sees' temperature instead of color. Investors care because it is used across industries—medical diagnostics, building and equipment inspections, security, and manufacturing—so adoption, regulatory approval, or product improvements can affect sales, margins and competitive position in companies that make or use the technology.

ai video intelligence technical

"VisionWave Acquires xClibre™ AI video intelligence IP portfolio, independently valued"

AI video intelligence is software that uses artificial intelligence to watch and analyze video footage, turning visual scenes into searchable insights like objects, actions, faces, or unusual patterns. For investors it matters because these tools can cut costs, uncover new revenue streams, or improve decision-making in areas from security and retail foot traffic to automated content tagging—think of it as giving cameras a smart assistant that finds the important moments automatically.

promissory note financial

"and a $6,000,000 promissory note. The acquired IP was independently valued"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

counter-uas technical

"beginning with Argus™ counter-UAS applications, where the combination of RF-detected threats"

Counter-UAS (counter-unmanned aircraft systems) are tools and tactics used to detect, track, and disable or divert drones that pose a threat to people, property, or operations. Think of them as a combination of a security camera, alarm system, and net that can find an unwanted flying device and stop it before it causes harm. Investors care because demand, regulation, and deployment of these systems affect revenue, contract opportunities, legal risk, and the valuation of companies that build or use them.

proof-of-concept technical

"structured proof-of-concept for xClibre with an industry partner, targeting completion"

A proof-of-concept is a demonstration that shows a new idea or method can work as intended, serving as a small-scale test before full development. For investors, it signals that a concept has been successfully tested in principle, reducing uncertainty about whether it can be practically implemented. This helps determine if further investment or effort is justified to develop the idea further.

nasdaq shareholder approval regulatory

"3,500,000 contingents on proof-of-concept validation and Nasdaq Shareholder Approval"

Nasdaq shareholder approval is the requirement that a company listed on the Nasdaq stock market obtain a vote by its shareholders before carrying out certain major actions—such as issuing a large block of new shares, changing its charter, merging, or making other moves that could materially alter ownership or voting power. Investors care because these votes protect their ownership stake and give them a direct voice on decisions that can dilute shares, change control, or affect the company’s future value—think of it as neighbors voting on a big renovation that will change everyone’s property.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WEST HOLLYWOOD, Calif., April 21, 2026 (GLOBE NEWSWIRE) --

OVERVIEW

VisionWave Holdings, Inc. (Nasdaq: VWAV) today announced a signed non-binding term sheet for a strategic investment in Foresight Autonomous Holdings Ltd. (Nasdaq: FRSX), under which VisionWave will acquire up to 51% of Foresight’s outstanding shares in exchange for $17.5 million in VisionWave equity. This transaction follows VisionWave’s April 10, 2026 acquisition of the xClibre™ AI video intelligence IP portfolio, independently valued at approximately $60 million.

Together, these two transactions are intended to enhance VisionWave’s capabilities for defense, security, and critical infrastructure customers worldwide.

THE TECHNOLOGY CASE

Modern defense and security environments demand sensing systems that can detect, identify, classify, and act — across multiple domains simultaneously. VisionWave now believes that the combination of modalities may provide the architecture that seeks to this gap with enhanced performance.

01 RF Sensing Layer VisionWave’s own RF-based AI detection — wide-area, all-weather threat awareness at range

02 Computer Vision Layer Foresight’s camera-based stereo and thermal perception, proven across automotive and defense programs

03 AI Video Intelligence xClibre™ behavioral analytics — turning existing camera infrastructure into continuously-learning AI agents

The convergence of these three layers — RF detection, multi-spectral computer vision, and AI-driven video analytics — with the goal of offering synergies by producing a perception capability beyond what any single-modality company can deliver. RF tells you something is there. Foresight’s optics tell you where it is and how it’s moving. xClibre tells you what it’s doing and whether it is a threat.

INTEGRATED ARCHITECTURE

AUTONOMOUS ACTION	VisionWave C2 + Autonomy Pipelines — Argus counter-UAS, interceptor drones, UGVs, fixed-site deployments
AI INTELLIGENCE	xClibre™ — behavioral analytics, real-time alerting, forensic search, event-to-action pipeline; edge-first, no cloud dependency
VISUAL PERCEPTION	Foresight (FRSX) — stereo vision, thermal imaging, 3D obstacle detection; proven in automotive-grade and defense environments
RF DETECTION	VisionWave RF — wide-area, all-weather detection; the foundational sensing layer that triggers the full stack

This architecture is intended to reduce false-positive response rates while accelerating detection-to-decision timelines.

WHY THIS COMBINATION IS UNIQUE

Today, perception technology across defense and security is fragmented. RF specialists don’t build video AI. Video AI vendors don’t build RF. Autonomous systems integrators buy from multiple vendors and stitch together incompatible stacks. It is the goal of VisionWave to eliminate this fragmentation.

The combination of Foresight’s camera-based perception platform — with its deep IP in stereo vision, obstacle detection, and real-time processing — and xClibre’s AI video intelligence layer seeks to create a visual sensing capability that is architecturally designed to complement RF, not compete with it. The intended result is a heterogeneous sensing stack where each modality strengthens the others: RF provides range and all-weather coverage; optics provide classification and confirmation; AI video analytics provide context, pattern recognition, and actionable intelligence.

“We are not building another sensor company. We are building the intelligence layer that sits above sensors — one that can take inputs from RF, from cameras, from thermal imaging, and from AI video analytics, and translate them into decisions and actions. The intended Foresight investment and the xClibre acquisition are the two building blocks that make that architecture real. Together, it is our goal to put VisionWave on a technology footing that we believe is genuinely differentiated.”

— Douglas Davis, Executive Chairman & CEO, VisionWave Holdings, Inc.

TRANSACTION SUMMARY

Foresight Investment: VisionWave will acquire up to 51% of Foresight Autonomous Holdings (Nasdaq: FRSX) in two stages: 45% at initial closing, with an additional 6% contingent on the commencement of a qualifying pilot project in the defense or security sector. Consideration consists of $17.5 million in VisionWave common stock, priced on a five-day average. VisionWave will receive two board seats at Stage 1 closing and one additional seat at Stage 2. Both companies will remain independent, publicly traded entities. The transaction remains subject to completion of due diligence, negotiation and execution of definitive agreements, receipt of all required regulatory, stock-exchange and shareholder approvals (including any approvals required under Nasdaq listing rules), and other customary closing conditions.

xClibre Acquisition: Completed April 10, 2026. VisionWave acquired 100% of the xClibre™ IP portfolio from Dream America Marketing Services — including all patents, AI algorithms, software, trade secrets, SDKs, and development roadmaps — for consideration of 7,000,000 shares of VWAV common stock (3,500,000 at closing, 3,500,000 contingents on proof-of-concept validation and Nasdaq Shareholder Approval) and a $6,000,000 promissory note. The acquired IP was independently valued at approximately $60 million by BDO Consulting Group as of the closing date.

PATH FORWARD

VisionWave’s near-term priorities are technical validation and integration. The Company is conducting a structured proof-of-concept for xClibre with an industry partner, targeting completion in H2 2026. In parallel, the Foresight definitive agreement is targeted for execution within 30 days, with Stage 1 closing to follow within 45 days thereafter.

Subject to POC outcomes, the Company expects to pursue commercial deployment of the integrated perception stack across its defense platform — beginning with Argus™ counter-UAS applications, where the combination of RF-detected threats and xClibre visual confirmation is expected to materially reduce false-engagement rates and accelerate human or autonomous response authorization.

ABOUT VISIONWAVE HOLDINGS INC.

VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.

ABOUT FORESIGHT HOLDINGS LTD.

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing advanced three-dimensional (3D) perception systems and cellular-based applications. Through the Company’s wholly owned subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions. Foresight’s 3D perception systems include modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous driving, agriculture, heavy industrial equipment and unmanned aerial vehicles (UAVs). Eye-Net Mobile develops next-generation vehicle-to-everything (V2X) collision prevention solutions and smart automotive systems to enhance road safety and situational awareness for all road users in the urban mobility environment. By leveraging cutting-edge artificial intelligence (AI) technology, advanced analytics, and existing cellular networks, Eye-Net’s innovative solution suite delivers real-time pre-collision alerts to all road users using smartphones and other smart devices within vehicles.

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on X, or join Foresight Automotive on LinkedIn.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on VisionWave’s current expectations and are subject to risks and uncertainties. These statements involve risks and uncertainties that could cause actual results to differ materially, including but not limited to: the ability to execute definitive agreements with Foresight and satisfy applicable conditions precedent; receipt of required shareholder and regulatory approvals; successful completion of the xClibre proof-of-concept evaluation; integration risks; market conditions affecting the value of VWAV common stock issued; and other factors described in VisionWave’s filings with the U.S. Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. VisionWave undertakes no obligation to update forward-looking statements except as required by law.

Investor Relations | investors@vwav.inc | www.vwav.inc

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VisionWave announce about the Foresight (FRSX) investment on April 21, 2026?

VisionWave announced a signed non-binding term sheet to acquire up to 51% of Foresight for $17.5 million in VWAV stock. According to the company, the deal is two-stage: 45% at initial closing and 6% contingent on a qualifying pilot.

How much did VisionWave pay for the xClibre AI IP and when was the deal completed?

VisionWave acquired the xClibre IP on April 10, 2026 for 7,000,000 VWAV shares plus a $6.0M promissory note. According to the company, BDO valued the acquired IP at about $60 million.

What are the near-term integration and validation timelines for VWAV's xClibre and Foresight plans?

VisionWave targets a structured proof-of-concept for xClibre completing in H2 2026, and expects to execute Foresight definitive agreements within 30 days. According to the company, Stage 1 closing is targeted within 45 days after agreement execution.

How will VisionWave combine RF, Foresight optics, and xClibre video AI in its stack?

VisionWave plans a three-layer perception stack: RF detection, stereo/thermal vision from Foresight, and xClibre behavioral analytics. According to the company, this architecture aims to reduce false positives and speed detection-to-decision timelines.

What governance changes does the Foresight transaction propose for VWAV shareholders?

At Stage 1 closing VisionWave will receive two board seats at Foresight and a third seat upon Stage 2 completion. According to the company, both firms will remain independent, publicly traded entities.

What financial obligations and dilution should VWAV investors expect from these transactions?

Investors should expect issuance of 7,000,000 VWAV shares and a $6.0M promissory note from the xClibre acquisition, plus $17.5M in stock consideration for Foresight. According to the company, some shares are contingent on approvals and POC validation.