Which deal-related share issuances did VisionWave (VWAV) stockholders approve?

Approvals under Nasdaq Listing Rule 5635 covered issuance of up to 7,000,000 shares to Adrian Holdings S.R.L. (QuantumSpeed), up to 3,500,000 shares to Dream America Marketing Services, Ltda. (xClibre), an initial 1,872,659 shares to SaverOne 2014 Ltd., and 1,500,000 shares plus prefunded-warrant shares to BladeRanger Ltd.

VisionWave holders OK reverse split, 7M-share plan

Q: What key proposals did VisionWave Holdings (VWAV) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Omnibus Equity Incentive Plan reserving 7,000,000 shares, elected nine directors, approved executive compensation on an advisory basis, ratified RBSM LLP as auditor, authorized a potential reverse stock split up to 1-for-250, and approved several deal-related share issuances.

Q: How many VisionWave (VWAV) shares were outstanding and represented at the 2026 meeting?

As of the record date July 13, 2026, VisionWave had 27,582,069 shares of common stock outstanding and entitled to vote. A quorum of 22,489,462 shares, or approximately 82% of the outstanding shares, was represented virtually or by proxy.

Q: What reverse stock split authority did VisionWave (VWAV) receive from stockholders?

Stockholders approved an amendment authorizing a reverse stock split of outstanding common stock at a ratio of up to 1-for-250. The board may determine the exact ratio and timing of effectiveness at its discretion at any time on or prior to December 31, 2027.

Q: Did VisionWave (VWAV) stockholders approve the Foresight Autonomous share issuance proposal?

No. Stockholders did not approve Proposal 10, which sought approval to issue shares of VisionWave common stock to Foresight Autonomous Holdings Ltd. in connection with a Securities Exchange Agreement for the staged acquisition of 52% of Foresight’s issued and outstanding share capital.

Q: What was the voting outcome on VisionWave’s 2026 Omnibus Equity Incentive Plan?

The 2026 Omnibus Equity Incentive Plan, reserving 7,000,000 shares of common stock, was approved with 18,319,752 votes for, 340,029 against, 39,344 abstentions, and 3,790,337 broker non-votes.

Q: Who was elected to VisionWave (VWAV)’s board of directors at the 2026 meeting?

Nine nominees were elected: Douglas Davis, Eric T. Shuss, Haggai Ravid, Mansour Khatib, Shayna Quinn, Atara Dzikowski, Chuck Hansen, Judit Nagypal, and Daniel Ollech, each to serve until the next annual meeting and until a successor is duly elected and qualified.

VisionWave Holdings, Inc. (VWAV) reported the results of its 2026 annual stockholder meeting held on September 1, 2026.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

VisionWave Holdings, Inc. (VWAV) reported the results of its 2026 annual stockholder meeting held on September 1, 2026. Stockholders approved a new 2026 Omnibus Equity Incentive Plan reserving 7,000,000 shares of common stock for issuance. They also elected nine directors to serve until the next annual meeting and approved, on an advisory basis, compensation for the named executive officers and the ratification of RBSM LLP as independent auditor for the year ending September 30, 2026.

Stockholders approved an amendment to authorize a potential reverse stock split at a ratio of up to 1-for-250, with the exact ratio and timing to be determined by the board on or prior to December 31, 2027. They further approved several share issuances under Nasdaq Listing Rule 5635 related to the QuantumSpeed, xClibre, SaverOne and Solar Drone transactions. A proposed issuance of shares to Foresight Autonomous Holdings Ltd. in connection with acquiring 52% of its share capital was not approved.

Filing Explained

The vote authorized potential share issuance and a reverse split of up to 1-for-250, but this filing does not establish either action occurred.

This Form 8-K records the September 1, 2026 stockholder vote as approvals of issuance authorities and a reverse-split authority, rather than as a report that the approved shares were issued or the split was effected.

The reverse-split authority lets the board choose a ratio up to 1-for-250 and timing on or before December 31, 2027, while the filing does not state that the board has used it.

If the approved issuance capacity is used, additional shares would increase total shares and reduce existing holders’ percentage ownership absent offsetting changes, and the disclosed amounts include 7,000,000 plan shares, up to 7,000,000 QuantumSpeed shares, up to 3,500,000 xClibre shares, 1,872,659 initial SaverOne shares plus value-protection shares, and 1,500,000 Solar Drone shares plus indeterminate prefunded-warrant shares.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 27,582,069 shares Shares represented at meeting: 22,489,462 shares 2026 Omnibus Equity Incentive Plan reserve: 7,000,000 shares +5 more

8 metrics

Shares outstanding on record date 27,582,069 shares Common stock outstanding and entitled to vote as of July 13, 2026

Shares represented at meeting 22,489,462 shares Shares present virtually or by proxy, approximately 82% of outstanding

2026 Omnibus Equity Incentive Plan reserve 7,000,000 shares Common stock reserved for issuance under the new equity plan

Maximum reverse stock split ratio 1-for-250 Authorized reverse split ratio, with timing and exact ratio at board’s discretion

QuantumSpeed consideration shares Up to 7,000,000 shares Shares of common stock issuable to Adrian Holdings S.R.L.

xClibre consideration shares Up to 3,500,000 shares Shares of common stock issuable to Dream America Marketing Services, Ltda.

Initial SaverOne shares 1,872,659 shares Initial shares of common stock issuable under the Exchange Agreement, plus additional value-protection shares

Solar Drone consideration shares 1,500,000 shares Shares issued as consideration to BladeRanger Ltd., plus an indeterminate number via prefunded warrants

Key Terms

Omnibus Equity Incentive Plan, reverse stock split, Nasdaq Listing Rule 5635, value protection mechanism, +2 more

6 terms

Omnibus Equity Incentive Plan financial

"Approval of the Company’s 2026 Omnibus Equity Incentive Plan, including the reservation"

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

reverse stock split financial

"to effect a reverse stock split of the Company’s outstanding common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Listing Rule 5635 regulatory

"Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of up to"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

value protection mechanism financial

"and additional shares of common stock pursuant to the value protection mechanism"

prefunded warrants financial

"an indeterminate number of shares issuable upon exercise of related prefunded warrants"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

Securities Exchange Agreement financial

"in connection with a Securities Exchange Agreement pursuant to which the Company"

A securities exchange agreement is a legal contract that spells out how one party will trade or convert one set of financial instruments (stocks, bonds, or other securities) for another, including the prices, timing, and conditions of the swap. For investors, it matters because the agreement changes who owns what and can alter ownership stakes, debt levels or voting control—like a clear recipe telling everyone exactly how ownership pieces are being swapped so you can judge the deal’s impact on value and risk.

FAQ

What key proposals did VisionWave Holdings (VWAV) stockholders approve at the 2026 annual meeting?

Stockholders approved the 2026 Omnibus Equity Incentive Plan reserving 7,000,000 shares, elected nine directors, approved executive compensation on an advisory basis, ratified RBSM LLP as auditor, authorized a potential reverse stock split up to 1-for-250, and approved several deal-related share issuances.

How many VisionWave (VWAV) shares were outstanding and represented at the 2026 meeting?

As of the record date July 13, 2026, VisionWave had 27,582,069 shares of common stock outstanding and entitled to vote. A quorum of 22,489,462 shares, or approximately 82% of the outstanding shares, was represented virtually or by proxy.

What reverse stock split authority did VisionWave (VWAV) receive from stockholders?

Stockholders approved an amendment authorizing a reverse stock split of outstanding common stock at a ratio of up to 1-for-250. The board may determine the exact ratio and timing of effectiveness at its discretion at any time on or prior to December 31, 2027.

What was the voting outcome on VisionWave’s 2026 Omnibus Equity Incentive Plan?

The 2026 Omnibus Equity Incentive Plan, reserving 7,000,000 shares of common stock, was approved with 18,319,752 votes for, 340,029 against, 39,344 abstentions, and 3,790,337 broker non-votes.

Who was elected to VisionWave (VWAV)’s board of directors at the 2026 meeting?

Nine nominees were elected: Douglas Davis, Eric T. Shuss, Haggai Ravid, Mansour Khatib, Shayna Quinn, Atara Dzikowski, Chuck Hansen, Judit Nagypal, and Daniel Ollech, each to serve until the next annual meeting and until a successor is duly elected and qualified.

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

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Available on EDGAR 09/02/2026 - 04:21 PM Accepted by SEC EDGAR 09/02/2026 - 04:20 PM

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): September 1, 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)		(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 5.07 Submission of Matters to a Vote of Security Holders.

On September 1, 2026, VisionWave Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”) virtually at https://www.cstproxy.com/vwav/2026. At the Meeting, the Company’s stockholders voted on the ten proposals described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on or about July 23, 2026.

As of the record date of July 13, 2026, there were 27,582,069 shares of the Company’s common stock outstanding and entitled to vote at the Meeting. A quorum was present at the Meeting, with holders of 22,489,462 shares (approximately 82% of the outstanding shares) represented in person (virtually) or by proxy.

The final voting results for each proposal, as certified by the Inspector of Election, are as follows:

Proposal 1 – Approval of the Company’s 2026 Omnibus Equity Incentive Plan, including the reservation of 7,000,000 shares of the Company’s common stock for issuance thereunder.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 1			18,319,752				340,029				39,344				3,790,337

Proposal 1 was approved.

Proposal 2 – Election of nine (9) directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified.

Nominee	FOR		WITHHELD		Broker Non-vote
Douglas Davis		18,530,624		168,501		3,790,337
Eric T. Shuss		18,529,524		169,601		3,790,337
Haggai Ravid		18,522,995		176,130		3,790,337
Mansour Khatib		18,523,459		175,666		3,790,337
Shayna Quinn		18,525,317		173,808		3,790,337
Atara Dzikowski		18,523,186		175,939		3,790,337
Chuck Hansen		18,530,197		168,928		3,790,337
Judit Nagypal		18,524,656		174,469		3,790,337
Daniel Ollech		18,528,506		170,619		3,790,337

Each of the nine nominees was elected to serve as a director of the Company.

Proposal 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 3			18,339,177				295,726				64,222				3,790,337

Proposal 3 was approved, on a non-binding advisory basis.

Proposal 4 – Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 4			22,199,678				248,218				41,566				0

Proposal 4 was approved.

Proposal 5 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of up to one-for-two hundred fifty (1-for-250), with the exact ratio and the timing of effectiveness to be determined by the Board of Directors in its discretion at any time on or prior to December 31, 2027.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 5			21,128,067				1,285,340				76,055				0

Proposal 5 was approved.

Proposal 6 – Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of up to 7,000,000 shares of the Company’s common stock to Adrian Holdings S.R.L. in connection with the QuantumSpeed asset acquisition.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 6			18,448,619				197,727				52,779				3,790,337

Proposal 6 was approved.

Proposal 7 – Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of up to 3,500,000 shares of the Company’s common stock to Dream America Marketing Services, Ltda. in connection with the xClibre asset acquisition.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 7			18,446,617				222,058				30,450				3,790,337

Proposal 7 was approved.

Proposal 8 – Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of an initial 1,872,659 shares of the Company’s common stock to SaverOne 2014 Ltd and its management under the Exchange Agreement, and additional shares of common stock pursuant to the value protection mechanism described therein.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 8			18,392,029				271,512				35,584				3,790,337

Proposal 8 was approved.

Proposal 9 – Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of shares of the Company’s common stock to BladeRanger Ltd. and its designees under the Solar Drone Agreement in connection with the Company’s acquisition of Solar Drone Ltd., consisting of 1,500,000 shares issued as consideration and an indeterminate number of shares issuable upon exercise of related prefunded warrants.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 9			18,433,378				239,987				25,760				3,790,337

Proposal 9 was approved.

Proposal 10 – Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of shares of the Company’s common stock to Foresight Autonomous Holdings Ltd. (“Foresight”) in connection with a Securities Exchange Agreement pursuant to which the Company will acquire, in two stages, newly issued ordinary shares of Foresight representing 52% of Foresight’s issued and outstanding share capital.

		FOR				AGAINST				ABSTAIN				Broker Non-vote
Proposal No. 10			1,237,291				17,423,131				38,703				3,790,337

Proposal 10 was not approved.

No other matters were presented for a vote at the Meeting.

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: September 2, 2026

VisionWave Holdings, Inc.

By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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