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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): December
15, 2025
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 December 15, 2025, in connection with the closing
of the Acquisition (as defined in Item 2.01 below), VisionWave Holdings, Inc. (the “Company” or “Buyer”) entered
into Amendment No. 1 (the “Amendment”) to the Share Purchase Agreement dated as of December 3, 2025 (the “Agreement”),
with BladeRanger Ltd., a company organized under the laws of Israel and listed on the Tel Aviv Stock Exchange under the ticker “BLRN”
(“Seller”), and Solar Drone Ltd., an Israeli corporation (the “Target Company”).
Pursuant to the Amendment, Section 2.2 of the Agreement
was amended to provide that, in consideration for all of the issued and outstanding shares of the Target Company (the “Company Shares”),
the Company shall issue and deliver to the Seller (or its designee(s)): (a) 1,500,000 shares of the Company’s common stock, $0.01
par value per share (the “Buyer Shares”); and (b) 300,000 Pre-Funded Common Stock Purchase Warrants (the “Initial PFWs”),
each exercisable for one share of the Company’s common stock on the terms set forth in the form attached as Exhibit A to the Agreement
and filed as Exhibit 4.1 hereto.
The Amendment also provides for the issuance of additional
Pre-Funded Common Stock Purchase Warrants in the form attached as Exhibit 4.1 hereto (the “Additional PFWs” and, together
with the Initial PFWs, the “Pre-Funded Warrants”) if the average daily volume-weighted average price (“VWAP”)
of the Company’s common stock for the five Trading Day period immediately preceding the date of effectiveness of the registration
statement registering the resale of the Buyer Shares and Warrant Shares (as defined below) is less than $12.00 per share. In such event,
the number of Additional PFWs shall equal the difference between (x) $21,600,000 divided by such average daily VWAP and (y) 1,800,000,
to be issued within two Business Days following the effectiveness of such registration statement.
The Pre-Funded Warrants are exercisable immediately
upon issuance at a nominal exercise price of $0.01 per share (with the aggregate exercise price, except for such nominal amount, pre-funded
to the Company) and will remain exercisable until exercised in full, subject to customary adjustments, beneficial ownership limitations
(9.99%), and an exchange cap of 19.99% of the Company’s outstanding common stock prior to the initial exercise date unless shareholder
approval is obtained pursuant to Nasdaq Listing Rule 5635. The Warrant Shares issuable upon exercise of the Pre-Funded Warrants are subject
to the registration rights set forth in the Agreement.
The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of Pre-Funded Warrant is filed as Exhibit 4.1
hereto and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
On December 15, 2025, the Company completed the acquisition
(the “Acquisition”) of all of the Company Shares of the Target Company from the Seller pursuant to the Agreement, as amended
by the Amendment described in Item 1.01 above. The Acquisition is material to the Company and constitutes a significant acquisition under
Rule 3-05 of Regulation S-X.
In consideration for the Company Shares, the Company
issued to the Seller 1,500,000 Buyer Shares and 300,000 Initial PFWs, and may issue Additional PFWs as described in Item 1.01 above. The
Buyer Shares and Initial PFWs were issued in a private placement transaction exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation
D promulgated thereunder.
The Target Company is an Israeli corporation engaged
in the development of solar-powered drone technology. The Acquisition is material to the Company and constitutes a significant acquisition
under Rule 3-05 of Regulation S-X, requiring the filing of financial statements of the Target Company. The material terms of the Agreement
were previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December
3, 2025, and are incorporated herein by reference.
The Company will file the required financial statements
of Solar Drone Ltd. and pro forma financial information related to the Acquisition by amendment to this Current Report on Form 8-K no
later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 2.01 of
this Current Report on Form 8-K regarding the issuance of the Buyer Shares and the Initial PFWs is incorporated by reference into this
Item 3.02. The Buyer Shares and Initial PFWs were issued without registration under the Securities Act in reliance on the exemption provided
by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, as transactions not involving a public
offering. The Seller represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D and that it
acquired the securities for investment purposes only and not with a view to distribution.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description |
| 4.1 |
Form of Pre-Funded Common Stock Purchase Warrant |
| 10.1 |
Amendment No. 1 to Share Purchase Agreement, dated as of December 15, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 16, 2025 |
|
| |
|
| VisionWave Holdings, Inc. |
|
| |
|
| By: |
/s/ Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Executive Chairman |
|
