VisionWave Holdings, Inc SEC Filings

VisionWave Holdings, Inc. (VWAV)3,448 shares of VisionWave common stock, $0.01 par value, held in direct form. No derivative securities, such as options or warrants, are listed as being beneficially owned. This filing establishes the director’s starting ownership position as of the reported event date.

VisionWave Holdings, Inc. (VWAV) director Michael D. Murray reported his initial ownership on a Form 3. As of the event date of 07/14/2025, he beneficially owned 2,020,500 shares of VisionWave common stock, $0.01 par value, held in direct form. The filing indicates it is made by one reporting person, and no derivative securities such as options or warrants are listed as beneficially owned.

VisionWave Holdings, Inc. (VWAV)09/09/2025, the director acquired 5,245 shares of common stock at $11.44 per share, bringing that holding to 11,811 shares held directly. A separate line shows another acquisition of 6,566 shares of common stock at $11.44 per share, with 6,566 shares held directly after the transaction. According to the footnote, these shares vest in full after 12 months of continuous service from the grant date, indicating they are time-based restricted stock awards tied to the director’s ongoing service.

VisionWave Holdings, Inc. (VWAV) disclosed an initial ownership report for director Eric T. Shuss. The filing shows that he beneficially owns 0 shares of VisionWave common stock, $0.01 par value, held directly. The report also indicates no reportable derivative securities such as options or warrants. This is a routine disclosure required for company insiders when they become subject to reporting obligations.

VisionWave Holdings, Inc. (VWAV) reported an insider equity award to its Executive Chairman and Director. On 08/06/2025, the reporting person received stock options covering 2,000,000 shares of common stock at an exercise price of $7.20 per share. These options vest in twelve equal quarterly installments over four years, starting on the date shareholders approve the applicable equity plan, and are exercisable for five years from the grant date with cashless exercise permitted. The grant is contingent on shareholder approval of the plan; without that approval, the options become null and void. The reporting person also indirectly holds 484,000 shares of common stock through Instant Fame LLC.

VisionWave Holdings, Inc. (VWAV) reported the initial beneficial ownership of one of its directors. The reporting person, identified in the signature as Douglas Davis, is a director of VisionWave and filed the form individually. He is shown as beneficially owning 484,000 shares of common stock, each with a par value of $0.01.

The ownership is reported as indirect, with the shares held through Instant Fame LLC. No derivative securities are listed, so all disclosed holdings in this excerpt are in VisionWave common stock.

VisionWave Holdings, Inc. appointed Judit Nagypal as an independent director to its Board effective November 26, 2025. She will serve until a successor is elected and qualified or until earlier resignation or removal, and meets independence standards of Nasdaq and the U.S. Securities and Exchange Commission.

Ms. Nagypal, age 56, brings extensive international experience in technology partnerships and human resources from senior roles at Microsoft, AXA Group, Kraft, Danone, and Coca-Cola across Europe. There are no related-party arrangements, family relationships, or reportable transactions connected to her appointment.

Under an Independent Director Engagement Agreement aligned with VisionWave’s Independent Director Compensation Policy, she will receive an annual cash retainer of $36,000, potential additional cash fees for committee chair roles, and an annual restricted stock grant valued at $60,000 under the 2024 Omnibus Equity Incentive Plan, vesting after twelve months of continuous service, with accelerated vesting upon certain events.

VisionWave Holdings, Inc. has filed a Form S-8 that includes a reoffer prospectus registering up to 6,265,735 shares of common stock for resale by directors, officers, employees, and consultants who received awards under its 2024 and 2025 Omnibus Equity Incentive Plans. These are secondary sales, and the company will not receive proceeds from the selling stockholders’ transactions.

The prospectus also describes a Standby Equity Purchase Agreement (SEPA) with YA II under which VisionWave may sell up to $50 million of common stock over the SEPA term, plus a $5.0 million Pre-Paid Advance purchased at 94% of principal with interest at 6.0%, rising to 18% upon default. YA II may convert related convertible notes at the lower of $10.00 or 93% of the lowest five-day VWAP, subject to a $1.00 floor and a 4.99% ownership cap, providing flexible but potentially dilutive funding.

VisionWave Holdings, Inc. (VWAV) filed an update to provide investors with additional financial information about its wholly owned subsidiary, VisionWave Technologies Inc. The company furnished unaudited condensed interim financial statements for VisionWave Technologies for the three months ended June 30, 2025 and 2024.

It also furnished audited financial statements for VisionWave Technologies Inc. (Predecessor) as of and for the year ended March 31, 2025 and for the period from March 20, 2024 (inception) to March 31, 2024. These subsidiary financial statements are included as Exhibit 99.1 and are described as being furnished rather than filed, which limits how they are treated under certain securities law liability provisions.