VisionWave (NASDAQ: VWAV) plans staged deal for 51% SaverOne stake

Rhea-AI Filing Summary

VisionWave Holdings, Inc. entered into a definitive Exchange Agreement with SaverOne 2014 Ltd. for a staged equity exchange and strategic collaboration. The structure allows VisionWave to acquire up to approximately 51% of SaverOne’s ordinary shares on a fully diluted basis, subject to milestones and regulatory approvals. In return, SaverOne may receive VisionWave common stock with an aggregate economic value of up to $7.0 million, issued in stages and subject to price-based adjustments and Nasdaq rules.

The three stages contemplate VisionWave delivering common stock valued at about $2.74 million, another $2.74 million, and then $1.51 million as SaverOne issues tranches of shares that ultimately reach the 51% level. SaverOne becomes the core operating platform for VisionWave’s radio‑frequency defense and security technologies under a non-exclusive worldwide license to certain VisionWave RF intellectual property. VisionWave’s board unanimously approved the agreement after receiving an independent fairness opinion from BDO Consulting Group that found the transaction financially fair to VisionWave and its stockholders.

Insights

Strategic M&A and Capital Markets Analyst

VisionWave structures a stock-for-stock path to majority control of SaverOne tied to integration and pilot milestones.

The agreement outlines a three-stage exchange where VisionWave can reach approximately 51% ownership of SaverOne on a fully diluted basis. Consideration is paid entirely in VisionWave common stock with an aggregate economic value of up to $7.0 million, divided into tranches of about $2.74 million, $2.74 million, and $1.51 million. Each tranche’s share count is set by a five-day VWAP before its respective closing, so actual dilution depends on VisionWave’s trading price at each stage.

Control is contingent on operational integration and a commercial or defense pilot milestone, as well as regulatory approvals and customary closing conditions. SaverOne is positioned as the core operating platform for VisionWave’s RF defense and security technologies under a non-exclusive worldwide IP license, which concentrates execution risk around SaverOne’s ability to integrate and commercialize these technologies. VisionWave’s board obtained a fairness opinion from BDO Consulting Group indicating the deal is financially fair, but the real impact will hinge on achieving the specified milestones and securing required approvals.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2026

VisionWave Holdings, Inc. 

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-72741		99-5002777
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VWAV		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		VWAVW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 26, 2026, VisionWave Holdings, Inc. (the “Company” or “VisionWave”) entered into a definitive Exchange Agreement (the “Exchange Agreement”) with SaverOne 2014 Ltd., an Israeli company whose American Depositary Shares are listed on The Nasdaq Stock Market (“SaverOne”).

The Exchange Agreement replaces and supersedes the previously disclosed non-binding Letter of Intent dated December 31, 2025.

Transaction Overview

The Exchange Agreement provides for a three-stage equity exchange and strategic collaboration providing for VisionWave to acquire up to approximately 51% of SaverOne’s issued and outstanding ordinary shares on a fully diluted basis, subject to milestone achievement and applicable regulatory approvals.

In exchange, the Exchange Agreement provides SaverOne with the ability to acquire VisionWave common stock with an aggregate economic value of up to $7.0 million, subject to staged issuance, price-based adjustments, and compliance with Nasdaq listing rules.

The transaction establishes SaverOne as the core operating platform for VisionWave’s radio-frequency (RF) defense and security technologies, supported by a non-exclusive, worldwide license to certain VisionWave RF intellectual property for defense and security applications.

Staged Exchange Structure

● Stage 1:

SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave common stock valued at approximately $2.74 million.

● Stage 2:

Upon achievement of the first operational integration milestone, SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for for VisionWave common stock valued at approximately $2.74 million.

● Stage 3:

Upon achievement of a commercial or defense pilot milestone, SaverOne issues VisionWave ordinary shares representing 11.02% of SaverOne’s outstanding share capital (fully diluted) resulting in VisionWave owning approximately 51% of SaverOne in exchange for VisionWave common stock valued at approximately $1.51 million.

The number of VisionWave shares of common stock issued in each stage is determined based on a five-day VWAP immediately preceding the applicable closing.

Fairness Opinion and Valuation

In connection with its approval of the Exchange Agreement, VisionWave’s Board of Directors obtained an independent fairness opinion and valuation analysis from BDO Consulting Group, which concluded that the transaction is fair, from a financial point of view, to VisionWave and its stockholders.

The Board considered the fairness opinion, strategic rationale, market opportunity, and regulatory considerations in unanimously approving the transaction.

Additional Provisions

The Exchange Agreement also includes, among other things:

● Board representation rights for VisionWave at SaverOne

● Registration rights for resale of VisionWave shares of common stock

● Use-of-proceeds covenants tied to RF platform development

● Value-protection mechanisms subject to Nasdaq compliance

● Mutual non-competition provisions within the defined field of use

The transaction remains subject to milestone certifications, regulatory approvals, and customary closing conditions.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which will be filed as an exhibit to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

On January 5, 2026, SaverOne issued a press release announcing the execution of a strategic letter of intent with VisionWave regarding the development of an RF-based defense platform. That announcement preceded the execution of the definitive Exchange Agreement described in Item 1.01 above.

Any statements made in connection with such prior disclosure are superseded by the definitive terms of the Exchange Agreement.

The information furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act. 

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit No.		Description
10.1		Exchange Agreement, dated January 26, 2026, by and between VisionWave Holdings, Inc. and SaverOne 2014 Ltd.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. VisionWave undertakes no obligation to update any forward-looking statements except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 26, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim Chief Executive Officer and Executive Chairman

FAQ

What transaction did VisionWave Holdings (VWAV) announce with SaverOne 2014 Ltd.?

VisionWave Holdings entered into a definitive Exchange Agreement with SaverOne 2014 Ltd. for a three-stage equity exchange and strategic collaboration. The structure is designed to allow VisionWave to acquire up to approximately 51% of SaverOne’s issued and outstanding ordinary shares on a fully diluted basis, subject to milestone achievement and regulatory approvals.

How much VisionWave stock value is involved in the SaverOne exchange agreement?

The agreement provides SaverOne with the ability to acquire VisionWave common stock with an aggregate economic value of up to $7.0 million. This value is split into staged issuances of VisionWave shares valued at about $2.74 million, another $2.74 million, and then $1.51 million, with the exact number of shares per stage determined by a five-day VWAP before each closing.

How will VisionWave reach approximately 51% ownership of SaverOne under this deal?

The staged structure has SaverOne issuing VisionWave ordinary shares representing 19.99% of SaverOne’s fully diluted share capital at the first stage, another 19.99% upon achievement of a first operational integration milestone, and then 11.02% upon achievement of a commercial or defense pilot milestone. After the final stage, VisionWave is expected to hold approximately 51% of SaverOne on a fully diluted basis.

What strategic role will SaverOne play for VisionWave Holdings (VWAV)?

The agreement designates SaverOne as the core operating platform for VisionWave’s radio-frequency defense and security technologies. As part of this, SaverOne receives a non-exclusive, worldwide license to certain VisionWave RF intellectual property for defense and security applications, aligning SaverOne’s operations with VisionWave’s RF defense strategy.

Did VisionWave’s board obtain a fairness opinion on the SaverOne transaction?

Yes. In connection with approving the Exchange Agreement, VisionWave’s Board of Directors received an independent fairness opinion and valuation analysis from BDO Consulting Group. BDO concluded that the transaction is fair, from a financial point of view, to VisionWave and its stockholders, and the board unanimously approved the deal after considering this opinion along with strategic and regulatory factors.

What conditions must be met for the VisionWave–SaverOne exchange agreement to proceed?

The transaction is subject to milestone certifications, applicable regulatory approvals, and customary closing conditions. These include achieving defined operational integration and commercial or defense pilot milestones before later stages of the share exchange are completed, as well as compliance with Nasdaq listing rules for the staged issuance of VisionWave common stock.