VisionWave (VWAV) takes 51% stake and extends $5M secured loan

Rhea-AI Filing Summary

VisionWave Holdings, Inc. entered into a strategic investment and acquisition transaction with C.M. Composite Materials Ltd. VisionWave agreed to acquire 51% of the Israeli target by purchasing 10.2 ordinary shares in exchange for 250,000 shares of VisionWave common stock, valued by the parties at $2,500,000.

As additional consideration, VisionWave entered into a secured Loan Agreement providing a facility of up to $5,000,000. An initial advance of up to $1,500,000 is due within ten business days of the effective date, with further tranches for working capital and a potential new facility outside Israel.

New loans will bear simple interest at 12% per annum and mature three years after the effective date, secured by a first-priority lien on substantially all assets of the target. VisionWave had previously advanced $500,000, $200,000, and $398,345 under a separate interest-free note absent default.

Insights

Cross-border M&A and capital structure analyst

VisionWave is using stock and a secured loan to take control of an Israeli composites company.

The transaction gives VisionWave a 51% controlling stake in C.M. Composite Materials in exchange for 250,000 new shares valued at $2,500,000. This is structured as a private placement with registration rights for the seller, which may allow future resale of the VisionWave shares.

Alongside equity, VisionWave is extending up to $5,000,000 in secured debt at 12% interest over three years, earmarked for working capital and potential expansion outside Israel. The facility builds on about $1.1M of earlier advances, concentrating both credit and operational exposure in this target.

The loan is backed by a first-priority security interest over substantially all of the target’s assets, including intellectual property. Actual leverage and integration effects will depend on how much of the $5,000,000 commitment is ultimately drawn and how effectively the funds support commercialization of the target’s technologies.

false 0002038439 0002038439 2026-02-20 2026-02-20 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2026-02-20 2026-02-20 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2026-02-20 2026-02-20 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 20, 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 1.01 Entry into a Material Definitive Agreement.

On February 20, 2026 (the “Effective Date”), VisionWave Holdings, Inc., a Delaware corporation (the “Company”), entered into two related definitive agreements in connection with a strategic investment and acquisition transaction involving C.M. Composite Materials Ltd., an Israeli corporation with registration number 513931980 (the “Target Company”): (i) an Investment and Share Purchase Agreement (the “Share Purchase Agreement”), dated as of February 20, 2026, by and among the Company (as Buyer), Matania (Mati) Moskovich (as Seller), and the Target Company (solely for purposes of acknowledgment and certain covenants); and (ii) a Loan Agreement (the “Loan Agreement”), dated as of February 20, 2026, by and between the Company (as Lender) and the Target Company (as Borrower).

Pursuant to the Share Purchase Agreement, the Company agreed to acquire from the Seller 10.2 ordinary shares of the Target Company (the “Purchased Shares”), representing 51% of the issued and outstanding ordinary shares of the Target Company (which has 20 outstanding ordinary shares out of 30,000 authorized ordinary shares, par value 0.1 NIS per share). In consideration therefor, the Company agreed to issue to the Seller 250,000 shares of the Company’s common stock, $0.01 par value per share (the “Buyer Shares”), valued at $2,500,000 based on the parties’ agreement.

The transaction is structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Seller was granted certain registration rights with respect to the Buyer Shares. The Company has also agreed to provide loans to the Target Company as additional consideration under the Share Purchase Agreement.

The Loan Agreement provides for a secured loan facility in an aggregate principal amount of up to $5,000,000 (the “Commitment”). The Company is obligated to make an initial advance of up to $1,500,000 within ten (10) Business Days following the Effective Date (subject to satisfaction of conditions precedent), to be used for general working capital purposes consistent with the Target Company’s ordinary course of business. Subsequent advances of the remaining up to $3,500,000 may be made in one or more tranches upon mutual written agreement of the parties, solely for working capital or the establishment and operation of a new facility outside Israel, with each tranche subject to the Company’s reasonable approval and minimum amounts (generally not less than $250,000 unless otherwise agreed). Proceeds of subsequent advances are to be used exclusively to operate, develop, certify, market, and commercialize the Target Company’s technologies and products in global markets, including the United States. This Loan Agreement expands upon the Company’s prior financial support to the Target Company including advances disclosed in previous Current Reports on Form 8-K. On February 5, 2026, the Company advanced $500,000 to Target Company, on January 22, 2026 the Company advanced $200,000 to Target Company and on December 26, 2025 the Company advanced $398,345 to Target Company. The advances were made pursuant to a promissory note with a 24-month maturity, bearing no interest unless an event of default occurs (then at 5% per annum or the lower legal maximum), prepayable without penalty, and not contingent on any acquisition or strategic transaction.

Any loan pursuant to the Loan Agreement will bear simple interest at 12% per annum (or such lower rate as mutually agreed in writing, but not exceeding prevailing market rates for similar loans as determined in good faith by the Company), calculated on a 360-day year basis for actual days elapsed. The loan will mature three (3) years after the Effective Date. The obligations under the Loan Agreement are secured by a first-priority security interest in substantially all assets of the Target Company (including accounts, inventory, equipment, general intangibles, intellectual property, and proceeds thereof). The Loan Agreement is evidenced by a promissory note substantially in the form attached as Exhibit A thereto.

The foregoing descriptions of the Share Purchase Agreement and the Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of each agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Investment and Share Purchase Agreement, dated February 20, 2026, by and among VisionWave Holdings, Inc., Matania (Mati) Moskovich, and C.M. Composite Materials Ltd. (solely for acknowledgment and certain covenants) (filed herewith).
10.2	Loan Agreement, dated February 20, 2026, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd. (filed herewith).
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 23, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim CEO

FAQ

What stake in C.M. Composite Materials did VisionWave (VWAV) agree to acquire?

VisionWave agreed to acquire 10.2 ordinary shares of C.M. Composite Materials, representing 51% of its issued and outstanding ordinary shares. This majority stake gives VisionWave effective control over the Israeli target company’s operations and strategic direction, subject to the detailed terms of the agreements.

How is VisionWave (VWAV) paying for the 51% interest in C.M. Composite Materials?

VisionWave will issue 250,000 shares of its common stock to the seller, valued by the parties at $2,500,000. The transaction is structured as a private placement under Section 4(a)(2) and/or Rule 506, and the seller received certain registration rights for these shares.

What are the key terms of VisionWave’s loan facility to C.M. Composite Materials?

VisionWave provided a secured loan facility of up to $5,000,000, with an initial advance of up to $1,500,000 and additional tranches upon mutual agreement. Loans bear simple interest at 12% per year, mature three years after the effective date, and are secured by substantially all target assets.

How will C.M. Composite Materials use the proceeds from VisionWave’s loan facility?

Initial and subsequent advances are designated for working capital, operating and developing the business, and potentially establishing and operating a new facility outside Israel. Proceeds are also intended to certify, market, and commercialize the target’s technologies and products in global markets, including the United States.

What prior financial support did VisionWave (VWAV) provide to C.M. Composite Materials?

Before the new Loan Agreement, VisionWave advanced $500,000 on February 5, 2026, $200,000 on January 22, 2026, and $398,345 on December 26, 2025. These amounts were under a 24‑month promissory note, interest-free unless default occurs, and prepayable without penalty.

How is VisionWave’s new loan to C.M. Composite Materials secured?

The Loan Agreement is secured by a first‑priority security interest in substantially all assets of C.M. Composite Materials. This includes accounts, inventory, equipment, general intangibles, intellectual property, and related proceeds, giving VisionWave senior collateral rights if repayment issues arise during the three‑year term.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 181.0 KB
• EX-10.2 EXHIBIT 10.2 75.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB