false
0002038439
0002038439
2026-10-02
2026-10-02
0002038439
VWAV:CommonStockParValue0.01PerShareMember
2026-10-02
2026-10-02
0002038439
VWAV:RedeemableWarrantsOneShareOfCommonStockAtExercisePriceOf230.00Member
2026-10-02
2026-10-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October
2, 2026
VISIONWAVE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-42741 |
99-5002777 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 300
Delaware Ave., Suite 210 #301, Wilmington, Delaware |
19801 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number,
including area code: (302) 305-4790
Not
Applicable
(Former
name or former address, if changed since last report)
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 (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
VWAV |
The
Nasdaq Stock Market LLC |
| Redeemable
Warrants, one share of Common Stock at an exercise price of $230.00 |
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 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Amendment to Employment Agreement of Eric T. Shuss,
Chief Operating Officer
On October 2, 2026, VisionWave Holdings, Inc. (the
“Company”) entered into a letter agreement (the “Amendment”) with Eric T. Shuss, the Company’s Chief Operating
Officer and a member of the Company’s Board of Directors (the “Board”), amending the Employment Agreement dated as of
March 13, 2026 between the Company and Mr. Shuss (the “Employment Agreement”). The Amendment was approved by the Compensation
Committee of the Board (the “Compensation Committee”) on October 2, 2026.
As previously disclosed, the Employment Agreement
provided for an annual base salary of $120,000, to be increased to an annual rate of $240,000 upon the Company achieving $3,000,000 in
revenue during any ninety (90) day period (the “Revenue Condition”). Pursuant to the Amendment, Mr. Shuss’s annual base
salary was increased to $240,000, effective as of September 1, 2026, without regard to satisfaction of the Revenue Condition, and the
Revenue Condition is of no further force or effect. The Amendment provides for a one-time catch-up payment equal to the difference between
base salary paid for the period from September 1, 2026 through the date of the Amendment at the prior rate and base salary payable for
such period at the increased rate. The Compensation Committee approved the increase in recognition of Mr. Shuss’s performance and
contributions to the Company and in order to retain his services.
The Amendment does not modify any other term of the
Employment Agreement, including Mr. Shuss’s eligibility for an annual performance bonus, the stock option previously granted to
him, or the severance payable upon a qualifying termination (which remains the greater of $500,000 or two times his then-current base
salary). Except as expressly amended by the Amendment, the Employment Agreement remains in full force and effect.
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 incorporated herein by reference. The Employment Agreement was filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Letter Agreement dated October 2, 2026, by and between VisionWave Holdings, Inc. and Eric T. Shuss |
| 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.
| |
VISIONWAVE HOLDINGS, INC. |
| |
|
| |
Date: October 6, 2026 |
| |
|
| |
By: /s/ Douglas Davis |
| |
Name: Douglas Davis |
| |
Title: Chief Executive Officer |
