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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): March
13, 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
8.01 Other Events.
As previously disclosed in the Current Report on Form
8-K filed by VisionWave Holdings Inc. (the “Company”) with the Securities and Exchange Commission on January 26, 2026, the
Company entered into a definitive Exchange Agreement with SaverOne Ltd. (“SaverOne”), a company whose American Depositary
Shares are listed on the Nasdaq Capital Market under the symbol “SVRE.” As further disclosed in the Company’s Current
Report on Form 8-K filed on March 9, 2026, the Company completed the first stage of the transaction contemplated by the Exchange Agreement
(the “Stage 1 Closing”), pursuant to which the Company acquired approximately 19.99% of the outstanding share capital of SaverOne.
Subsequent to the Stage 1 Closing, the Company has
purchased additional American Depositary Shares of SaverOne in open-market transactions from time to time. Following these purchases,
the Company currently beneficially owns approximately 21% of SaverOne’s outstanding share capital. The Company’s beneficial
ownership of SaverOne securities, including the open-market purchases referenced above, has been reported through filings made with the
Securities and Exchange Commission under applicable securities laws, including Schedule 13D and Section 16 filings.
The Company’s investment in SaverOne is part
of a previously disclosed strategic collaboration between the parties. The Company may, from time to time, evaluate additional opportunities
to increase or decrease its ownership position in SaverOne, subject to market conditions, the terms of the Exchange Agreement, and applicable
regulatory requirements.
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: March
17, 2026 |
|
| |
|
| VisionWave
Holdings, Inc. |
|
| |
|
| By: |
/s/
Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Interim Chief Executive
Officer |
|