VisionWave (VWAV) in no-fee defense autonomy pact with Foresight

Q: What did VisionWave Holdings (VWAV) announce regarding Foresight Automotive?

VisionWave entered a Strategic Cooperation Agreement with Foresight Automotive Ltd. to integrate Foresight’s 3D perception technology with VisionWave’s VARAN™ UGV platform. The collaboration targets defense and military-oriented autonomous solutions, focusing on joint development, integration, demonstrations and potential commercialization opportunities.

Q: Is the VisionWave (VWAV) and Foresight cooperation agreement exclusive or binding on future deals?

The cooperation framework is non-exclusive and does not obligate either party to enter future definitive agreements. Commercial terms, manufacturing, licensing, pricing and revenue sharing must be set in later contracts, and there is no commitment to minimum purchases, supplies or funding.

Q: What is the term and termination structure of VisionWave’s cooperation agreement?

The agreement took effect on August 17, 2026 and has an initial term of 12 months. It can be terminated by either party for any reason on 30 days’ written notice, with additional rights to terminate for material breach, deadlock, legal changes, force majeure or insolvency events.

Q: Are there financial commitments or fees under VisionWave’s agreement with Foresight?

The agreement provides for no fees or consideration between the parties and no minimum quantity obligations. Each party generally bears its own cooperation-related costs, while commercial terms for specific projects would require separate definitive agreements covering pricing and revenue allocation.

Q: What liability limitations and IP protections are in VisionWave’s cooperation agreement?

Each party’s aggregate liability is generally capped at US$250,000, subject to customary exceptions such as confidentiality breaches, IP infringement, fraud or gross negligence. Each party keeps sole ownership of its own technology, and jointly developed intellectual property will be addressed in future definitive agreements.

Q: How does the VisionWave (VWAV) agreement address export control requirements?

Activities under the agreement are subject to U.S. Export Administration Regulations, potentially the International Traffic in Arms Regulations, and Israeli defense export laws. VisionWave is responsible for obtaining required export licenses and approvals, with Foresight providing reasonable assistance.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VisionWave Holdings, Inc. (VWAV) entered into a non-exclusive Strategic Cooperation Agreement with Foresight Automotive Ltd. to collaborate on defense- and military-oriented autonomous solutions. The parties plan to combine Foresight’s stereoscopic 3D perception and imaging technologies with VisionWave’s VARAN™ autonomous unmanned ground vehicle platform for joint development, integration, demonstrations and potential commercialization.

The arrangement grants VisionWave a non-exclusive, non-transferable right to promote military-oriented solutions using Foresight technology in mutually approved opportunities, without any ownership, manufacturing or sublicensing rights unless later agreed in separate definitive agreements. No fees, minimum purchase or supply commitments, or automatic renewal are included; each party generally bears its own costs. The agreement runs for 12 months from August 17, 2026 and can be terminated for convenience on 30 days’ notice, with additional termination rights for breach, deadlock, legal changes, force majeure or insolvency.

Each party retains its own pre-existing and independently developed intellectual property, while any jointly developed intellectual property and commercialization terms are expected to be addressed in future definitive agreements, which may never be concluded. The agreement includes mutual confidentiality and intellectual property indemnities and a limitation of liability generally capping each party’s aggregate exposure at US$250,000, and the parties’ activities are subject to U.S. and Israeli export control and sanctions laws, with VisionWave responsible for obtaining required export approvals.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Warrant Exercise Price: $11.50 per share Liability Cap: US$250,000 Initial Term: 12 months +3 more

6 metrics

Warrant Exercise Price $11.50 per share Exercise price of each redeemable warrant for one share of common stock

Liability Cap US$250,000 Aggregate limitation of liability for each party under the Cooperation Agreement, subject to exceptions

Initial Term 12 months Duration of the Cooperation Agreement from its effective date of August 17, 2026

Convenience Termination Notice 30 days Notice period for either party to terminate the Cooperation Agreement for any reason

Deadlock Termination Notice 90 days Notice period to terminate after an unresolved steering committee deadlock with material adverse effect

Force Majeure Duration more than 60 consecutive days Force majeure period after which termination for frustration of purpose may occur

Key Terms

Strategic Cooperation Agreement, limitation of liability, Export Administration Regulations, International Traffic in Arms Regulations, +2 more

6 terms

Strategic Cooperation Agreement financial

"entered into a Strategic Cooperation Agreement with Foresight Automotive Ltd."

A strategic cooperation agreement is a formal deal between two or more companies to work together on specific projects, share resources, or coordinate plans while remaining independent. For investors it signals potential cost savings, faster product development, access to new markets or shared risks—like neighbors pooling tools to finish a renovation sooner—so the agreement can influence future revenue, expenses and a company’s competitive position.

limitation of liability financial

"a limitation of liability that, subject to customary exceptions, caps each party’s"

Export Administration Regulations regulatory

"subject to applicable export control and economic sanctions laws, including the U.S. Export Administration Regulations"

Export Administration Regulations are U.S. government rules that control the sale, shipment and transfer of products, software and technology that can be used for both civilian and military purposes. For investors, they matter because compliance determines whether a company can sell to certain countries or customers, affects supply chains and revenue, and carries risks of fines or lost contracts that can quickly change a company’s financial outlook — like rules that can close or open key markets.

International Traffic in Arms Regulations regulatory

"to the extent applicable, the International Traffic in Arms Regulations and Israeli defense export control laws"

International Traffic in Arms Regulations (ITAR) are U.S. rules that control the export, re-export and transfer of defense-related articles, technical data and services. Think of them as passport and visa rules for weapons and military technology: companies must get government permission before sharing or selling covered items abroad. For investors, ITAR affects a firm’s ability to sell products overseas, adds compliance costs and legal risk, and can materially influence revenue, contracts and supply chains.

force majeure regulatory

"due to a force majeure event, including a force majeure event continuing for more than 60"

Force majeure is a legal concept that refers to unexpected events beyond anyone’s control, such as natural disasters, war, or severe disruptions, that prevent a party from fulfilling their obligations. It matters to investors because it can delay or cancel agreements, affecting the timing and certainty of financial transactions and obligations. Essentially, it acts as a shield for parties facing unforeseen, uncontrollable problems.

stereoscopic three-dimensional perception technology technical

"integrate Foresight’s stereoscopic three-dimensional perception technology, including visible-light and infrared"

FAQ

What did VisionWave Holdings (VWAV) announce regarding Foresight Automotive?

VisionWave entered a Strategic Cooperation Agreement with Foresight Automotive Ltd. to integrate Foresight’s 3D perception technology with VisionWave’s VARAN™ UGV platform. The collaboration targets defense and military-oriented autonomous solutions, focusing on joint development, integration, demonstrations and potential commercialization opportunities.

Is the VisionWave (VWAV) and Foresight cooperation agreement exclusive or binding on future deals?

The cooperation framework is non-exclusive and does not obligate either party to enter future definitive agreements. Commercial terms, manufacturing, licensing, pricing and revenue sharing must be set in later contracts, and there is no commitment to minimum purchases, supplies or funding.

What is the term and termination structure of VisionWave’s cooperation agreement?

The agreement took effect on August 17, 2026 and has an initial term of 12 months. It can be terminated by either party for any reason on 30 days’ written notice, with additional rights to terminate for material breach, deadlock, legal changes, force majeure or insolvency events.

Are there financial commitments or fees under VisionWave’s agreement with Foresight?

The agreement provides for no fees or consideration between the parties and no minimum quantity obligations. Each party generally bears its own cooperation-related costs, while commercial terms for specific projects would require separate definitive agreements covering pricing and revenue allocation.

What liability limitations and IP protections are in VisionWave’s cooperation agreement?

Each party’s aggregate liability is generally capped at US$250,000, subject to customary exceptions such as confidentiality breaches, IP infringement, fraud or gross negligence. Each party keeps sole ownership of its own technology, and jointly developed intellectual property will be addressed in future definitive agreements.

How does the VisionWave (VWAV) agreement address export control requirements?

Activities under the agreement are subject to U.S. Export Administration Regulations, potentially the International Traffic in Arms Regulations, and Israeli defense export laws. VisionWave is responsible for obtaining required export licenses and approvals, with Foresight providing reasonable assistance.

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Understanding 8-K Material Events →

Available on EDGAR 08/20/2026 - 08:01 AM Accepted by SEC EDGAR 08/20/2026 - 08:00 AM

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): August 17, 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 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 August 17, 2026, VisionWave Holdings, Inc. (the “Company” or “VisionWave”) entered into a Strategic Cooperation Agreement (the “Cooperation Agreement”) with Foresight Automotive Ltd. (“Foresight”), an Israeli company and a wholly owned subsidiary of Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX), pursuant to which the parties established a non-exclusive strategic cooperation framework focused on the development, integration, promotion and commercialization of defense and military-oriented autonomous solutions.

Under the Cooperation Agreement, the parties intend to integrate Foresight’s stereoscopic three-dimensional perception technology, including visible-light and infrared camera technologies and advanced image-processing capabilities, with VisionWave’s VARAN™ modular autonomous unmanned ground vehicle (“UGV”) platform and related autonomous systems.

The Cooperation Agreement grants VisionWave a non-exclusive, non-transferable right, during the term of the agreement, to promote military-oriented solutions incorporating Foresight’s technology in connection with mutually approved opportunities. It does not grant VisionWave any ownership interest in Foresight’s technology, or any right to manufacture, modify, sublicense, sell or distribute that technology, and any such rights would be granted, if at all, only pursuant to a subsequent definitive agreement. Neither party is appointed as the exclusive distributor, reseller or commercial agent of the other.

The cooperation framework contemplates joint technology development, technical integration, demonstrations, proof-of-concept activities, customer engagements, marketing, business development and potential serial production and commercialization opportunities. Foresight has agreed to allocate reasonable business development resources to promote the VARAN UGV in Asia, initially focusing on South Korea, Japan, India and Singapore. VisionWave may also promote military-oriented solutions incorporating Foresight technology globally, subject to Foresight’s prior written approval and applicable law, in each case subject to the terms of the Cooperation Agreement.

The parties further intend to jointly develop an autonomy-enabled VARAN UGV solution incorporating Foresight technology. The detailed technical scope, responsibilities, deliverables, milestones, testing requirements, commercialization rights, fees, cost allocations and other commercial terms relating to such development are expected to be addressed in one or more subsequent definitive agreements. The decision whether to enter into any definitive agreement, and the terms and conditions thereof, remains at all times subject to the mutual written agreement of the parties, and there can be no assurance that the parties will enter into any such definitive agreement.

The Cooperation Agreement does not require either party to purchase, supply, manufacture or commercialize any minimum quantity of products or services, and commercial arrangements relating to specific projects, production volumes, pricing and revenue allocation will be subject to future definitive agreements. The Cooperation Agreement does not provide for the payment of any fees or other consideration by either party to the other, and, unless otherwise expressly agreed in writing, each party bears its own costs and expenses incurred in connection with the cooperation.

Each party retains sole ownership of the technology and intellectual property it owned prior to, or develops independently of, the Cooperation Agreement, and any intellectual property jointly developed by the parties will be addressed in the applicable definitive agreement. The Cooperation Agreement also contains mutual confidentiality obligations that survive for five years following expiration or termination, mutual intellectual property indemnification obligations and a limitation of liability that, subject to customary exceptions (including breach of confidentiality, infringement or misappropriation of intellectual property, fraud, gross negligence, willful misconduct and indemnification obligations), caps each party’s aggregate liability at US$250,000. The Cooperation Agreement is governed by the laws of the State of California.

The parties’ activities under the Cooperation Agreement are subject to applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations and, to the extent applicable, the International Traffic in Arms Regulations and Israeli defense export control laws. VisionWave is responsible for procuring, with Foresight’s reasonable assistance, any regulatory approval, permit or license required for the export of products developed or promoted under the Cooperation Agreement. There can be no assurance that any such approval, permit or license will be obtained on a timely basis or at all.

The Cooperation Agreement became effective on August 17, 2026 and has an initial term of twelve (12) months, and does not provide for automatic renewal, and may be terminated by either party for any reason upon 30 days’ prior written notice. In addition, either party may terminate the Cooperation Agreement (i) immediately upon a material breach by the other party that remains uncured for thirty business days following written notice, (ii) upon 90 days’ prior notice following an unresolved deadlock of the parties’ steering committee that results in a material adverse effect on the cooperation, (iii) upon 30 days’ prior notice if the purpose of the Cooperation Agreement is not realized due to changes in national laws, regulations or policies or due to a force majeure event, including a force majeure event continuing for more than 60 consecutive days, and (iv) immediately upon specified insolvency, receivership, liquidation or similar events affecting the other party.

The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Cooperation Agreement has been filed to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company or Foresight. The representations and warranties contained in the Cooperation Agreement were made only for purposes of that agreement and as of the dates specified therein, were solely for the benefit of the parties thereto, and may be subject to limitations agreed by the parties. Accordingly, investors should not rely upon such representations and warranties as characterizations of the actual state of facts or condition of the Company or Foresight.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1		Strategic Cooperation Agreement, dated as of August 17, 2026, by and between VisionWave Holdings, Inc. and Foresight Automotive Ltd. (filed herewith).

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated benefits of the Cooperation Agreement, the parties’ plans to integrate Foresight’s perception technology with the VARAN UGV platform, the parties’ intention to negotiate and enter into one or more definitive agreements, and potential joint development, serial production and commercialization opportunities. Forward-looking statements are generally identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” and similar expressions, or by statements that events or trends “may,” “will,” or “could” occur.

These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including: the parties’ failure to negotiate or execute any definitive agreement; the absence of any minimum purchase, supply, development or funding commitment under the Cooperation Agreement; either party’s right to terminate the Cooperation Agreement for convenience on 30 days’ notice and the absence of any automatic renewal; technical, integration, qualification and testing risks associated with the contemplated solutions; the Company’s ability to obtain required export licenses, permits and other governmental approvals; changes in defense procurement priorities, budgets and policies in the United States, Israel and the target markets; geopolitical and security conditions in the Middle East and Asia; the Company’s need for additional capital; and the other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements speak only as of the date of this Current Report on Form 8-K and are expressly qualified in their entirety by the cautionary statements included herein and in the Company’s SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.

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: August 20, 2026

VISIONWAVE HOLDINGS, INC.

By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Executive Chairman and Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

17 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 6.8 KB