false
0002038439
0002038439
2026-02-10
2026-02-10
0002038439
VWAV:CommonStockParValue0.01PerShareMember
2026-02-10
2026-02-10
0002038439
VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2026-02-10
2026-02-10
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): February
10, 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.
On February 10, 2026, Solar Drone, a wholly owned
subsidiary of VisionWave Holdings, Inc. (the “Company”), issued a press release announcing continuing business development
discussions regarding possible opportunities in Middle Eastern markets, including Egypt and the United Arab Emirates, following executive
meetings held in Naples, Italy. The press release also highlights the Company’s patented drone-based cleaning technology and its
current commercial operations in Italy.
A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 8.01 (including Exhibit
99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press Release dated February 10, 2026, issued by Solar Drone, a wholly owned subsidiary of VisionWave Holdings, Inc. |
| 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: February 10, 2026 |
|
| |
|
| VisionWave Holdings, Inc. |
|
| |
|
| By: |
/s/ Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Interim Chief Executive Officer |
|
EXHIBIT 99.1
Solar Drone, a Wholly Owned Subsidiary of VisionWave
Holdings, Inc., Reports Executive Meetings in Italy and Ongoing Business Development Discussions in Select Middle Eastern Markets
TEL AVIV, Israel, February 10, 2026 (GLOBE NEWSWIRE) –
Solar Drone, a wholly owned subsidiary of VisionWave Holdings, Inc. (NASDAQ: VWAV) and a provider of drone-based cleaning and maintenance
solutions for solar power plants and high-voltage infrastructure, announced today that it is continuing business development discussions
regarding possible opportunities in Middle Eastern markets, including Egypt and the United Arab Emirates, following a series of executive
meetings held last week in Naples, Italy.
The meetings were led by Solar Drone’s CEO, CTO, and COO, who met
with leading prospective customers and partners from Egypt and the Emirates. These discussions followed successful live demonstrations
in Italy, where Solar Drone’s drone-based cleaning operations are already deployed in active commercial environments.
During the demonstrations, the company showcased its patented high-pressure
drone payload system, which enables fast, safe, and water-efficient cleaning of solar panels and electrical insulators without ground
access, line shutdowns, or hazardous manual labor. Solar Drone’s technology is currently operating across multiple sites in Italy
and continues to expand as demand grows.
“The Middle East represents an area of interest for the Company due
to the growth in utility-scale solar and energy infrastructure. The recent meetings allowed for preliminary discussions with prospective
customers and partners regarding possible pilot programs and other opportunities,” said Shmulik Yannay of Solar Drone.”
As utility-scale solar power expands, maintaining performance and grid
reliability has become a priority for asset owners and utilities across the region.
Solar Drone’s aerial platform allows operators to maintain solar
and high-voltage assets efficiently and safely, even in large or hard-to-reach installations. It is already in commercial use, delivering
measurable results across multiple active sites.
Building on this momentum, Solar Drone is engaging with utilities, solar
asset owners, and industrial partners to explore potential pilot programs, partnerships, and other initiatives in Egypt, the United Arab
Emirates, and certain other markets.
About VisionWave Holdings, Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market
autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for
defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with
civilian progress through shared core technologies deployed across air, land, and sea.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited
to, statements regarding business development efforts, possible expansion of the Company’s footprint in certain international markets,
and the anticipated benefits of relationships with regional stakeholders. Forward-looking statements are based on current expectations
and assumptions that are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ
materially from those expressed or implied by such statements. These factors include, but are not limited to, risks related to technology
development and adoption, market demand and competition, regulatory changes, geopolitical developments in the Middle East and elsewhere,
execution of business development initiatives (including the risk that discussions may not result in any agreements, pilots, or deployments),
the Company’s limited operating history in certain commercial applications, dependence on key personnel, need for additional capital,
and and the risks identified in the section entitled “Risk Factors” in VisionWave Holdings, Inc.’s filings with the
SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (which include, among other risks,
those related to early-stage operations, competition in the drone and autonomy sectors, intellectual property, and international expansion
challenges). The forward-looking statements in this press release speak only as of the date hereof. Except as required by law, VisionWave
Holdings, Inc. undertakes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could
differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Contacts:
VWAV - Investor Contact:
investors@vwav.inc
Website:
https://www.vwav.inc
