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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): June
2, 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 June 2, 2026, VisionWave Holdings, Inc. (the “Company”)
entered into a Securities Exchange Agreement (the “Foresight Agreement”) with Foresight Autonomous Holdings Ltd. (“Foresight”),
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 as of the Stage 1 Closing (the Stage 1 Closing Date”). With this proposed transaction, it is
the goal of the Company to establish Foresight as the core operating platform for the Company’s RF-focused perception systems and
related defense, homeland security and autonomous technology initiatives.
Summary of Key Terms
| ● | Stage
1 Closing (expected within 45–60 days of the Effective Date): Foresight will issue
to the Company newly issued ordinary shares, no par value per share (“Ordinary Shares”),
representing 46% of Foresight’s issued and outstanding share capital as of the Stage
1 Closing Date (post-issuance, including 1% finder’s fee allocation). In exchange,
the Company will issue to Foresight shares of the Company’s common stock, $0.01 par
value per share (the “Common Stock”) with an aggregate value of $15,480,769 (88.4615%
of $17.5 million total), calculated based on the volume-weighted average price of the Company’s
Common Stock over the five consecutive trading days immediately preceding the Stage 1 Closing
Date (the “VWAV Average Price”). |
| ● | Stage
2 Closing (conditional upon achievement of a defined milestone): Foresight will issue
an additional 6% of its share capital, and the Company will issue additional shares of its
Common Stock valued at approximately $2,019,231 (11.5385% of $17.5 million). The milestone
is the commencement of a binding pilot project utilizing the integrated perception platform
(the “Perception Platform”) in the commercial, defense, or security sector (the
“Milestone”). |
| ● | Total
Consideration: $17,500,000 in shares of the Company’s Common Stock issuable to
Foresight, plus up to $3,000,000 in management equity grants under the Company’s equity
incentive plan, subject to vesting conditions including the Milestone achievement, performance
milestones, transfer restrictions, and clawback provisions. |
| ● | Board
Representation: The Company will have the right to designate two directors to the Foresight
Board of Directors upon Stage 1 Closing and one additional director upon Stage 2 Closing. |
The Foresight Agreement contains a value protection
mechanism designed to preserve 65% of the economic value of the shares of Common Stock issued to Foresight. For a two-year period following
each Closing (the “Protection Period”), if Foresight sells all of the shares of Common Stock (and any previously issued make-whole
shares) and realizes aggregate gross proceeds below the applicable protected amount of $10,062,500 for the State 1 Closing and $1,312,500
for the Stage 2 Closing (collectively, the “Protected Amount”), the Company is obligated to issue additional shares of its
Common Stock (or, if mutually agreed and compliant with applicable law and Nasdaq rules, pre-funded warrants) as make-whole shares (the
“Make Whole Shares”). The mechanism provides that Foresight will deliver a notice with supporting documentation after each
complete sale; the Company has audit rights; and additional shares are issued based on the average closing price of the Company’s
Common Stock on Nasdaq for the 20 consecutive trading days immediately preceding the date of the notice (the “Make-Whole Price”)
until the Protected Amount is achieved or the Protection Period expires. The Company covenants to use best efforts to maintain sufficient
authorized shares, obtain all necessary stockholder and Nasdaq approvals, and file supplemental listings promptly. Failure to issue Make-Whole
Shares on a timely basis triggers liquidated damages of 1.5% of the shortfall amount per 30-day period (in addition to specific performance
and cost-recovery remedies).
The Foresight Agreement includes customary registration
rights (Form S-1/S-3 filing within 45 days of each Closing), a 24-month management preservation covenant for Foresight’s executive
team, a covenant requiring Foresight to allocate no less than 50% of proceeds from sales of the Company’s Common Stock to the Perception
Platform, a 36-month leak-out agreement limiting Foresight’s daily sales of the Company’s Common Stock to 5% of actual daily
trading volume, and audit rights allowing the Company to inspect Foresight’s trading records to verify compliance. The Foresight
Agreement also contains mutual representations, warranties, covenants, indemnification, and termination provisions customary for a transaction
of this nature.
The foregoing summary is qualified in its entirety
by reference to the full text of the Foresight Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements
regarding the expected timing of the Closings, the achievement of the Milestone, the integration of technologies, the issuance of shares
(including Make-Whole Shares), regulatory approvals, and future business plans. These statements are based on current expectations and
are subject to risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission.
including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Actual results may differ materially
from those expressed or implied. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 10.1 |
Securities Exchange Agreement, dated June 2, 2026, by and between VisionWave Holdings, Inc. and Foresight Autonomous Holdings Ltd. |
| 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.
Date: June 4, 2026
| VISIONWAVE HOLDINGS, INC. |
|
| |
|
| By: |
/s/ Douglas Davis |
|
| Name: |
Douglas Davis |
|
| Title: |
Chief Executive Officer |
|
