VisionWave Holdings (VWAV) 8-K Filings

VisionWave Holdings, Inc. amended its employment agreement with Chief Operating Officer and board member Eric T. Shuss, increasing his annual base salary from $120,000 to $240,000 effective September 1, 2026. The increase no longer depends on the former Revenue Condition, which required $3,000,000 in revenue during any 90-day period. The amendment also provides a one-time catch-up payment equal to the difference between salary paid at the prior rate and salary payable at the increased rate from September 1 through October 2, 2026.

The Compensation Committee approved the increase citing Shuss’s performance and contributions and the goal of retaining his services. His annual performance bonus eligibility, previously granted stock option, and severance upon a qualifying termination remain unchanged; severance remains the greater of $500,000 or two times his then-current base salary.

VisionWave Holdings, Inc. (VWAV) and Sadot Group Inc. formed CMJV LLC as a 50/50 joint venture to hold VisionWave’s rights relating to C.M. Composite Materials Ltd. (CM), act as CM’s lender and, if the Belrise Condition and other closing conditions are met, acquire 51% of CM. VisionWave and a subsidiary contributed CM-related purchase and loan rights, including approximately $7.81 million in outstanding advances, for 7,814,323 CMJV units. Sadot committed $7,814,323 in cash for an equal number of units and issued VisionWave 250,000 restricted Sadot shares as a separate entry premium.

Sadot’s commitment is funded in tranches, with minimum cumulative funding of $3.0 million by December 30, 2026; $6.0 million by March 30, 2027; $7.0 million by June 30, 2027; and the full amount by September 30, 2027. If it is not fully funded by then, Sadot’s units are automatically cancelled dollar-for-dollar for the unfunded portion; the same True-Up applies if the acquisition fails to close by the outside date unless Sadot elects to fund the balance. The Belrise Condition remains unsatisfied or unwaived, and the outside closing date is December 31, 2026. The amended lending commitment is $16,628,646; advances bear 12% interest per annum and mature in February 2029. If the acquisition closes, VisionWave must issue 250,000 common shares to Matania (Mati) Moskovich, the Seller; no VWAV shares were issued in connection with the JV.

VisionWave Holdings, Inc. accepted a purchase order from Metal Machinery Components Trading FZCO for 200 VARAN heavy wheeled unmanned ground vehicles at an aggregate base purchase price of $20.0 million, or $100,000 per vehicle in the base configuration. Additional payloads, systems, upgrades and other options are excluded and require separate written quotations and orders.

VisionWave’s production, procurement, guarantee-issuance and delivery obligations depend on conditions including proof of financing for the full order, agreement on the advance-payment bank guarantee, receipt of a $2.0 million advance, required approvals and compliance reviews. As of September 24, 2026, none of the conditions had been satisfied, no payment had been received, and no revenue had been recognized. The company says the order is not included in backlog or an indication of expected revenue. Deliveries are contemplated in three batches, measured from the Effective Date after the conditions are satisfied or waived.

VisionWave Holdings, Inc. (VWAV) entered into an At The Market Issuance Sales Agreement with Aegis Capital Corp., allowing VisionWave to sell, from time to time, shares of its common stock with an aggregate offering price of up to $30,000,000 under its effective Form S-3 shelf registration.

Sales may be made as at-the-market offerings on the Nasdaq Global Market or in other permitted transactions, with Aegis acting as agent on a commercially reasonable efforts basis. VisionWave will pay a 2.0% commission on gross proceeds and currently intends to use any net proceeds for general corporate and working capital purposes.

VisionWave Holdings, Inc. (VWAV) approved and is implementing a 1-for-20 reverse stock split of its issued and outstanding common stock, effective at 12:01 a.m. Eastern Time on September 22, 2026, to increase its share price and help maintain compliance with Nasdaq’s $1.00 minimum bid requirement.

The reverse split will reduce issued and outstanding shares from approximately 47.5 million to 2.4 million, with no change to the $0.01 par value or to the 160,000,000 authorized shares of capital stock. Fractional shares will be rounded up to the next whole share, with no cash paid out. Outstanding equity awards, warrants and convertible securities, including the public warrants, will be adjusted proportionately; each public warrant will become exercisable for 1/20 of a share at an exercise price of $230.00 per whole share. The common stock will continue trading on the Nasdaq Global Market under “VWAV” on a split-adjusted basis beginning September 22, 2026, under a new CUSIP.

VisionWave Holdings, Inc. (VWAV) entered into a letter agreement with YA II PN, Ltd. to complete the second closing under its July 2026 Securities Purchase Agreement, issuing a new $5,000,000 convertible debenture. The entire purchase price was immediately applied to repay principal on an existing February 2026 note, so no cash proceeds were received and aggregate indebtedness to the investor did not increase.

The February note principal was reduced from $7,469,178.42 to $2,469,178.42, payable in three equal installments of $823,059 on October 26, November 26 and December 26, 2026. Installment payments on the debentures were deferred so that the first payment is now due January 30, 2027, with the new debenture bearing 5.00% annual interest and maturing July 20, 2027.

The February warrant’s exercise price was repriced from $9.00 to $1.50 per share for up to 1,333,333 shares, subject to Nasdaq’s 5635 share cap and a 4.99% beneficial ownership limit. At a fixed conversion price of $5.00, the new debenture is convertible into 1,000,000 shares, and after an event of default could convert at prices down to a $0.702 floor price, potentially increasing share issuance, all subject to exchange and ownership caps and planned shareholder approval.

VisionWave Holdings, Inc. (VWAV) reports that the Liberia Petroleum Regulatory Authority has approved its prequalification and invited the company to enter into direct negotiations for a potential Production Sharing Contract under the Authority’s “Executive Allocation Framework.” The letter does not identify any block or acreage, grant exclusivity, or confer any right, title or interest in Liberian petroleum assets.

The company states it has no prior upstream petroleum operations, no reserves, no producing properties, no petroleum licenses and no related revenue, assets or liabilities. Any PSC would require multiple approvals under Liberian law and substantial additional capital that would substantially exceed current cash resources, and any financing could be substantially dilutive to existing stockholders. The company also highlights political, regulatory, legal, currency, security and compliance risks associated with any future operations in Liberia.

VisionWave Holdings, Inc. (VWAV) reported that it has updated its corporate overview investor presentation. An initial version was made available on September 4, 2026 and a further updated version was posted on the company’s website on September 7, 2026. The most recent presentation, dated September 2026, is furnished as Exhibit 99.1 under a Regulation FD disclosure and is intended for use in investor meetings and on the company’s website. The materials include forward-looking statements subject to risks and uncertainties, and investors are directed to the cautionary language in the presentation and the company’s periodic reports. The information is furnished, not filed, and does not constitute an offer to sell or solicit an offer to buy securities.

VisionWave Holdings, Inc. (VWAV) reported the results of its 2026 annual stockholder meeting held on September 1, 2026. Stockholders approved a new 2026 Omnibus Equity Incentive Plan reserving 7,000,000 shares of common stock for issuance. They also elected nine directors to serve until the next annual meeting and approved, on an advisory basis, compensation for the named executive officers and the ratification of RBSM LLP as independent auditor for the year ending September 30, 2026.

Stockholders approved an amendment to authorize a potential reverse stock split at a ratio of up to 1-for-250, with the exact ratio and timing to be determined by the board on or prior to December 31, 2027. They further approved several share issuances under Nasdaq Listing Rule 5635 related to the QuantumSpeed, xClibre, SaverOne and Solar Drone transactions. A proposed issuance of shares to Foresight Autonomous Holdings Ltd. in connection with acquiring 52% of its share capital was not approved.

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.

VisionWave Holdings, Inc. (VWAV) announced the appointment of Tony Fabrizio as Director, Aerospace and Defense of its wholly owned UK subsidiary, VisionWave Holdings UK Ltd, effective May 2026. Fabrizio brings more than 25 years of experience in business development, strategic partnerships and complex technology programs across defense, government, telecommunications, cloud, artificial intelligence, cybersecurity and digital transformation.

He is expected to lead business development and sales activities for VisionWave’s products and services across the United Kingdom and Europe, focusing on relationships with government defense organizations, defense prime contractors and strategic technology partners. The company describes this hire as another step in its strategy to expand its presence in international defense and aerospace markets.

VisionWave Holdings, Inc. reports that it has terminated a binding acquisition agreement with Meteor Aerospace Ltd. Under the agreement, VisionWave had planned to acquire 51% of Meteor’s fully diluted share capital based on a $40,000,000 pre-money equity valuation.

After completing due diligence, VisionWave delivered a written termination notice on August 13, 2026, effective immediately. The transaction had not closed; no VisionWave shares were issued, no other consideration was paid or became payable, and the company will not incur any early termination penalties related to this termination.

VisionWave Holdings, Inc. entered into a Sponsorship Agreement on August 5, 2026 with Hen Basketball Haifa Club, a professional Israeli basketball club, under which VisionWave will be the Club’s main sponsor for the 2026–2027 season. VisionWave receives prominent logo placement on team jerseys and use of its logo across the Club’s marketing materials, website, social media, and sponsor listings.

As consideration, VisionWave agreed to issue 2,000,000 newly issued restricted shares of common stock in a private placement relying on Section 4(a)(2). The shares are subject to a six-month Rule 144 holding period, daily sale limits tied to 10% of recent average trading volume, no registration rights, and a prohibition on short sales or hedging. The agreement includes customary covenants, breach-based termination rights, and a requirement that the Club return or reimburse a pro-rata portion of the shares if VisionWave terminates early due to the Club’s material breach or conduct causing public disrepute.

VisionWave Holdings, Inc. is pursuing a strategic expansion of its AI defense platform by signing a Term Sheet to acquire a controlling equity interest in Israeli perimeter security provider D-Fence Electronic Fencing Systems Ltd. VisionWave plans to acquire at least 51% of D-Fence in exchange for VisionWave common stock, with an option over two years to acquire the remaining 49%. The initial stake reflects an implied valuation of about $5 million, with the remaining equity at about $20 million, and no cash consideration to D-Fence shareholders.

VisionWave may lend D-Fence up to $1,000,000 per year to support contract execution and operating expenses. Stock consideration will include a six‑month price protection mechanism that can trigger additional share issuances, which VisionWave states would dilute existing stockholders. Closing is targeted for October 2026 and is subject to due diligence, shareholder and regulatory approvals, execution of a definitive share purchase agreement, and other customary conditions. VisionWave believes D-Fence’s AI-powered perimeter intrusion detection and electronic fencing systems would enhance its integrated defense and critical infrastructure security offerings.

VisionWave Holdings, Inc. entered into a Side Letter on July 28, 2026 with the seller, Matania (Mati) Moskovich, and C.M. Composite Materials Ltd. relating to their existing Investment and Share Purchase Agreement, as amended. The Side Letter retroactively extends two key dates tied to a condition precedent referred to as the Belrise Condition.

The Belrise Long-Stop Date, originally March 31, 2026, and the Outside Closing Date, originally June 30, 2026, are both extended to December 31, 2026. VisionWave may terminate the Share Purchase Agreement without liability if the Belrise Condition has not been satisfied or waived by December 31, 2026, except when VisionWave is in material breach. Closing must occur no later than December 31, 2026, or a later mutually agreed date, and cannot occur unless the Belrise Condition is satisfied or waived. The parties agree that no termination rights or claims arose from the prior passage of the original dates, but the Belrise Condition itself is not waived and remains a condition to closing.

VisionWave Holdings, Inc. decided not to proceed with a previously announced joint venture with Lucky Whale Production Limited to develop a hyperscale Tier IV data center project in Israel. The venture had been governed by a binding term sheet dated June 12, 2026.

During due diligence, management identified regulatory developments by Israeli electricity authorities affecting allocation of electrical generation and grid capacity for new data centers, including a temporary suspension of certain new electricity connections. After evaluating effects on feasibility, timing, financing needs and execution risk, management concluded the project was not in the best interests of the company or shareholders and notified Lucky Whale it will not negotiate or execute definitive agreements. VisionWave continues to pursue strategic acquisitions, joint ventures and other opportunities in its defense technology, aerospace, artificial intelligence and critical infrastructure businesses.

VisionWave Holdings, Inc., a Delaware corporation whose common stock (VWAV) and redeemable warrants (VWAVW) trade on The Nasdaq Stock Market LLC, has made available an updated corporate overview presentation dated July 2026 for use in investor meetings and on its website.

The presentation, furnished as Exhibit 99.1 in a current report under Item 7.01 Regulation FD Disclosure, contains forward-looking statements and directs readers to detailed risk discussions in the company’s Annual and Quarterly Reports and other SEC materials. VisionWave states that the materials are for informational purposes only, do not constitute an offer or solicitation to buy or sell securities, and, as information furnished under Regulation FD, are not deemed filed or subject to Section 18 liability, nor incorporated into other securities law documents unless specifically referenced.

VisionWave Holdings, Inc. agreed with YA II PN, Ltd. to issue up to $15,000,000 in convertible debentures, sold at 85% of principal in two tranches. A $10,000,000 first tranche closed on July 20, 2026, with a $5,000,000 second tranche contingent on effectiveness of a resale registration statement. Net proceeds are earmarked for working capital and general corporate purposes.

The debentures bear 5.00% annual interest, rising to 18.00% upon default, and mature on July 20, 2027. Beginning December 30, 2026, VisionWave must make monthly principal installments of $1,750,000 plus a 2% premium and accrued interest, payable in cash or via offsets against advances under an existing Standby Equity Purchase Agreement. The debentures are convertible at the Investor’s option at $5.00 per share, with default-period conversions permitted at 90% of the lowest recent VWAP, subject to a $0.702 floor, a 4.99% beneficial ownership cap, and Nasdaq exchange-cap limits unless stockholders approve additional issuances.

In connection with this financing, VisionWave issued 1,800,000 warrants at a $5.00 exercise price, granted registration rights, and obtained guarantees from key subsidiaries. Existing noteholders of $6,000,000 and $10,000,000 promissory notes agreed to defer cash payments, and the Investor extended the maturity of $3,000,000 and $2,000,000 SEPA-related notes to January 25, 2027.

VisionWave Holdings, Inc. entered into a Distributor Agreement with Stratonex Defence Technologies Ltd., appointing Stratonex as its strategic commercialization, integration and sovereign delivery partner for the United Kingdom, Europe and other mutually agreed markets. Stratonex will help identify, develop and manage commercial opportunities for VisionWave’s AI-powered defense and security technologies, particularly with government, defense and institutional customers, under an opportunity registration process that can grant exclusive protection for accepted opportunities.

The agreement is non-exclusive at the territory level, has an initial two-year term with automatic one-year renewals, and can be terminated by either party on 60 days’ written notice or upon specified defaults. It includes no minimum purchase or revenue commitments and does not obligate VisionWave to accept Stratonex purchase orders, with pricing set by company quotations. VisionWave’s board approved the arrangement after reviewing the existing advisory relationship with Stratonex co-founder Ben Everitt, who serves on VisionWave’s Advisory Board, and the company announced the deal in a press release.

VisionWave Holdings, Inc. entered into a binding Acquisition Agreement to buy a 51% controlling interest in Israeli defense company Meteor Aerospace Ltd. The deal values Meteor at a pre-money equity valuation of $40.0 million, with VisionWave paying approximately $20.4 million in VisionWave common stock.

Consideration will include about $6.0 million of unrestricted shares and about $14.4 million of restricted shares subject to a six-month lock-up, with the share count based on the five-day VWAP before closing. Closing depends on successful live flight validation of Meteor’s Impact-700 unmanned aerial system, completion of extensive due diligence, and other customary conditions.

Upon completion, VisionWave will obtain board control at Meteor, gain rights over major corporate actions, and access a portfolio of unmanned systems, electronic warfare and C4ISR technologies. Meteor founder Itzhak Nissan is expected to remain for at least three years as Chief Technology Director.

VisionWave Holdings, Inc. entered into an Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement with Adrian Holdings S.R.L., assigning Adrian the right to receive 14,843,945,442 SaverOne ordinary shares issued at the Stage 2 and Stage 3 closings. In return, the principal on Adrian’s $10,000,000 promissory note will be reduced by an aggregate amount of approximately $1.43 million, calculated as 110% of the Assigned Share value. VisionWave also completed the Stage 2 and Stage 3 exchanges with SaverOne, issuing an aggregate 1,331,637 VisionWave common shares valued at about $2,743,137 for Stage 2 and $1,513,726 for Stage 3 in an unregistered private placement. After these steps, VisionWave beneficially owns approximately 41% of SaverOne’s ordinary shares and expects to account for this investment under the equity method rather than consolidating SaverOne.

VisionWave Holdings, Inc. has signed a binding term sheet with Lucky Whale Production Limited to pursue a proposed joint venture for a Tier IV data center project in Beit Shemesh, Israel. VisionWave would own 68% of a joint company that holds 75% of the project vehicle, giving it an effective look-through interest of about 51% in the project rights, including land and building permit.

As consideration, VisionWave would issue common shares valued at approximately US$40 million on an all-share, no-cash basis, with the exact number set using a volume-weighted average price near closing and subject to required corporate, stockholder, SEC and Nasdaq approvals. The company states this issuance, together with other recent and pending equity issuances, would be dilutive to existing stockholders, and it expects the project to require substantial additional capital to be raised via capital-markets and/or project finance facilities.

The term sheet is not a definitive agreement and completion is subject to due diligence, negotiation and execution of final documents, various regulatory and third-party consents, and financing availability, with no assurance the transaction or required funding will be completed on the described terms or at all.

VisionWave Holdings, Inc. amended the employment agreement of Chief Technology Officer / Chief Information Security Officer Danny Rittman. His annual base salary increased to $180,000 effective June 1, 2026.

The company also agreed to grant 1,000,000 performance-based stock options under its 2025 Omnibus Equity Incentive Plan, in addition to 500,000 existing options. These new options are exercisable at $4.98 per share and vest upon achieving specific product development and cybersecurity milestones, including VisionRF and StratumAI deliverables and implementation of a company-wide cybersecurity framework.

VisionWave Holdings, Inc. entered into a Securities Exchange Agreement with Foresight Autonomous Holdings Ltd. to acquire, in two stages, newly issued Foresight shares representing 52% of Foresight’s issued and outstanding share capital as of the Stage 1 closing. The deal is structured around VisionWave using Foresight as its core operating platform for RF-focused perception systems and related defense, homeland security and autonomous technology initiatives.

The agreement includes a two-year value protection mechanism that preserves 65% of the economic value of VisionWave common stock issued to Foresight, with protected amounts of $10,062,500 for Stage 1 and $1,312,500 for Stage 2. If Foresight’s sale proceeds fall short, VisionWave must issue additional make-whole shares based on a 20-day average price, with liquidated damages of 1.5% of any shortfall per 30-day delay. Foresight receives registration rights, a 24-month management preservation covenant, a requirement to allocate at least 50% of sale proceeds to the Perception Platform, and a 36-month leak-out limiting daily sales of VisionWave stock to 5% of trading volume.

VisionWave Holdings, Inc. announced that its wholly owned subsidiary VisionWave IL Ltd. has appointed Einav Eliraz as Chief Financial Officer, effective June 1, 2026. Eliraz is a certified public accountant with more than twenty years of experience in public company finance, SEC reporting, treasury management, and multinational operations.

Under his Employment Agreement, Eliraz will receive a gross monthly salary of NIS 50,000, customary Israeli employee benefits, and will be eligible for an annual performance bonus tied to revenue and operating objectives. Subject to board, committee, and any required stockholder and regulatory approvals, he is expected to receive options to purchase 500,000 shares of VisionWave common stock under the company’s Omnibus Equity Incentive Plan, vesting over four years. The company expects him to play a key role in consolidated financial reporting, SEC compliance, mergers and acquisitions, integration of acquired businesses, and broader strategic financial initiatives across its global operations.

VisionWave Holdings, Inc. entered into a Share Exchange and Swap Agreement with Nasdaq-listed T3 Defense Inc. Under this deal, VisionWave issued 475,492 new shares of its common stock to T3 Defense in exchange for 6,000,000 newly issued T3 Defense common shares.

The VisionWave shares were valued at the Nasdaq closing price of $5.590 per share on May 15, 2026, for an aggregate value of about $2.658 million. These VisionWave shares are being issued as restricted securities in a private placement under Section 4(a)(2) of the Securities Act and are subject to customary legends and additional contractual transfer restrictions requiring prior written consent from both parties.

VisionWave Holdings, Inc. has signed a definitive agreement for its subsidiary, VisionWave Israel Ltd., to acquire 60% of the equity of Israeli companies VIP Lux Travel Ltd. and PKLST Tourism and Leisure Ltd. The deal values the transaction at up to about 15 million NIS, payable in company common shares valued at approximately $3 million.

VisionWave plans to issue 513,752 shares of common stock at a value of $6.02 per share as consideration, subject to conditions precedent and regulatory approvals. The agreement includes customary representations, warranties, covenants, indemnification, confidentiality terms, lock-up restrictions, and closing conditions. The transaction has not yet closed and may not be completed on the contemplated terms, or at all.

VisionWave Holdings, Inc. amended its employment agreement with Jez Williman, its Managing Director for UK and European Operations. The amendment confirms his title, raises his annual base salary to $200,000 from May 1, 2026, and provides for a further increase to the lesser of $300,000 or fair market rate once the Company achieves $10,000,000 in revenue during any ninety-day period.

In addition to 250,000 existing options, Williman is eligible for 50,000 performance-based stock options upon invoicing for the second UGV sold and 100,000 more upon cumulative valid payable commercial invoices totaling $1 million, with options priced at fair market value on the grant dates.

VisionWave Holdings, Inc. filed an amended Form 8-K to replace and restate the corporate overview presentation originally furnished as Exhibit 99.1 on May 6, 2026. The update makes corrections and clarifications to the investor presentation without changing any other prior disclosures or reporting new events.

The revised May 2026 presentation is intended for investor meetings and the company’s website and is furnished under Regulation FD, not filed, so it is not subject to certain Exchange Act liabilities. It includes forward-looking statements and is not an offer to sell or solicit purchases of any securities.

VisionWave Holdings, Inc. furnished a new corporate overview investor presentation dated May 2026 under Regulation FD. The presentation is available for investor meetings and on the company’s website and is attached as Exhibit 99.1.

The company notes that the presentation contains forward-looking statements subject to risks and uncertainties and directs investors to the cautionary language in the slides and the Risk Factors in its recent SEC reports. The information in the presentation and this disclosure is furnished, not filed, and does not constitute an offer to sell or solicit an offer to buy any securities.

VisionWave Holdings, Inc. appointed current director Atara Dzikowski as Vice President of Mergers and Acquisitions effective May 1, 2026. Her employment agreement provides a three-year initial term starting April 1, 2026, with an annual base salary of $240,000 and eligibility for standard executive benefits.

She is granted an equity award of 500,000 shares of common stock or restricted stock units under the 2025 Omnibus Equity Incentive Plan, with 150,000 shares vesting immediately and the remaining 350,000 shares vesting based on time and consolidated revenue milestones up to $17,500,000. On a termination without cause or for good reason, she is entitled to accrued benefits plus severance equal to her then-current base salary, subject to a release.

In connection with her new executive role, Ms. Dzikowski resigned from the Audit, Compensation, and Nominating and Governance Committees, though she remains a non-independent board member. The Board reconstituted these committees with new members and confirmed they continue to meet Nasdaq independence and composition requirements.

VisionWave Holdings provided a broad corporate update highlighting new technology, deals, financing, and governance steps. The company filed a non-provisional U.S. patent for an AI-assisted multi-modal RF fire-control system aimed at all-domain target engagement in degraded visual conditions.

VisionWave completed the acquisition of the xClibre AI video intelligence IP for 7,000,000 shares of common stock plus a $6,000,000 promissory note; the IP was independently valued at about $60,000,000. It also signed a non-binding term sheet to acquire up to 51% of Foresight Autonomous in exchange for $17,500,000 in VWAV equity and reported its first commercial homeland security purchase order in Latin America.

The company previously secured a $20,000,000 senior loan from YA II PN, Ltd., issued at a 15% original issue discount for net cash proceeds of $16,975,000 and accompanied by warrants for 1,333,333 shares at $9.00 per share. A Form S-1 was filed to register approximately 6,148,943 shares for resale by existing holders, and as of April 15, 2026, 23,847,137 common shares were outstanding. VisionWave also added independent director Shayna Quinn to its board.

VisionWave Holdings, Inc. appointed Shayna Quinn to its Board of Directors, effective April 16, 2026, to serve until the next annual stockholder meeting and until a successor is elected and qualified. The Board determined she is an independent director under Nasdaq Listing Rule 5605(a)(2) and applicable SEC rules.

Ms. Quinn, age 33, has more than nine years of executive experience in high-growth technology and transportation, including M&A integration and market expansion roles at Windels Marx, Kaptyn, and Juno. Under an Independent Director Engagement Agreement dated April 16, 2026, she will receive a $36,000 annual cash retainer and an annual $60,000 restricted stock grant under the 2024 Omnibus Equity Incentive Plan, with stock vesting after 12 months of continuous service and potential accelerated vesting upon a Change in Control or her death or disability.

VisionWave Holdings, Inc. has completed the acquisition of the intellectual property assets underlying the xClibre AI video intelligence platform from Dream America Marketing Services, Ltda. The deal adds a visual perception layer intended to complement VisionWave’s existing RF-based sensing technologies.

As consideration, VisionWave agreed to deliver 7,000,000 shares of common stock and a $6,000,000 promissory note. At closing, the seller received 3,500,000 shares and the note, with an additional 3,500,000 contingent shares issuable upon satisfactory proof-of-concept results and Nasdaq Shareholder Approval under Listing Rule 5635. An independent valuation by BDO Consulting Group assessed the xClibre IP at approximately $60,000,000 as of April 10, 2026, and VisionWave’s board received a fairness opinion supporting the transaction.

If proof-of-concept approval is not obtained within nine months of closing, VisionWave must transfer 60% of the equity in subsidiary xClibre Inc. to the seller while the seller retains the initial 3,500,000 shares and the note. The initial share issuance relied on a private-offering exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. VisionWave plans to validate the technology through a structured proof-of-concept in the second half of 2026 and then pursue commercialization across defense, critical infrastructure, and smart environment applications.

VisionWave Holdings, Inc. has received a signed purchase order from a Latin American governmental public safety organization for drone-based operational systems and integrated payload technologies. The order follows earlier technical presentations to senior government officials and represents an initial commercial deployment of VisionWave’s platforms.

The purchase order is structured as a phased, multi-system deployment, with initial delivery expected to begin in 2026 and subject to delivery milestones, quantity confirmations, and standard commercial terms. VisionWave cautions that performance, acceptance, and other contractual conditions apply and there is no assurance the full scope will be completed or that all anticipated revenues will be realized.

VisionWave Holdings, Inc. issued a corporate update describing plans to build an integrated multi-domain intelligence platform spanning autonomous systems, RF-based sensing, artificial intelligence infrastructure, computational acceleration, and proposed subsurface energy intelligence.

The company highlighted completion of the first stage of its SaverOne transaction to advance RF sensing and counter-drone capabilities, SolarDrone’s acquisition of a controlling interest in Junko Solar for energy-related infrastructure, and preliminary alignment with the largest creditor of C.M. Composite Materials toward a potential controlling stake. VisionWave also secured an exclusive pathway toward potential participation in Liberia offshore Blocks LB-4 and LB-5, formed an Israeli subsidiary with a local leadership team, and continued global government-focused engagement in Latin America, India, Europe, and the Middle East. Management stresses these technologies and initiatives remain at research, evaluation, or exploratory stages with no assurance of successful development, commercialization, or binding contracts.

VisionWave Holdings, Inc. is sharing the completion of an internal research paper on conceptual radio-frequency (RF)–based subsurface sensing architectures that it plans to use in its long-term strategy for energy, infrastructure intelligence, and subsurface mapping. The work is a technical evaluation and conceptual framework only, not an existing product or deployed system. It explores near-source RF sensing systems that analyze electromagnetic responses ahead of the drill bit, combining advanced antenna design, edge-based signal processing, and physics-informed computational models, with potential applications in offshore energy exploration such as the company’s recent Liberia engagement. VisionWave repeatedly cautions that these concepts remain subject to significant technical validation, engineering development, environmental dependencies, and there is no assurance they will be successfully developed, validated, integrated into drilling systems, or commercialized.

VisionWave Holdings, Inc. has entered a Letter of Engagement with Liberia’s National Oil Company covering offshore petroleum Blocks LB-4 and LB-5. The agreement gives VisionWave eight months of exclusive, non-transferable rights to pursue a potential Production Sharing Contract, subject to prequalification, regulatory approvals, and legislative ratification in Liberia.

VisionWave must pay a refundable initial signing bonus of $300,000 per block, totaling $600,000, within 60 days, which is described as material to near-term liquidity. If a PSC is executed and ratified, the company would face additional commitments of at least $1,000,000 per block for seismic data licensing and $1,000,000 per block in signature bonuses. The company plans to test its RF-based sensing technologies alongside traditional seismic methods, but emphasizes there is no assurance of technical success, PSC execution, or future revenue, and highlights substantial capital, geopolitical, regulatory, and operational risks.

VisionWave Holdings, Inc. reported several corporate actions involving its Israeli operations. On March 18, 2026, the company acquired 100% of the issued and outstanding shares of VisionWave IL Ltd., an Israeli private company, for nominal consideration. VisionWave IL appointed Khdoura Sabbagh as its Chief Executive Officer and sole director and entered into an Employment Agreement with him, providing a $150,000 annual base salary and eligibility for options to purchase 2,000,000 shares of VisionWave Holdings common stock, subject to vesting and the company’s equity incentive plan. VisionWave IL also signed a Consulting Agreement with CO-Finance Financial and Accounting Consulting Ltd., controlled by Oren Attiya, under which the consultant will receive NIS 12,000 per month plus VAT for financial and accounting services.

VisionWave Holdings, Inc. announced several leadership and compensation changes. The Board appointed Eric T. Shuss as Chief Operating Officer effective March 13, 2026. In connection with his appointment, he received a nonstatutory stock option to purchase 500,000 shares of common stock under the 2025 Omnibus Equity Incentive Plan, at an exercise price equal to the closing price on March 12, 2026, vesting in twelve equal quarterly installments starting June 30, 2026 and expiring five years from grant, subject to earlier termination.

The Board also confirmed Douglas Davis, previously Interim Chief Executive Officer and Executive Chairman, as Chief Executive Officer effective March 13, 2026, removing the “Interim” designation. An amendment dated March 15, 2026 to his August 6, 2025 employment agreement formalizes his CEO title and adds an additional milestone-based equity bonus. The company notes no family relationships among the referenced individuals and no disagreements related to Mr. Shuss’s transition from the Lead Independent Director role or his committee positions.

VisionWave Holdings, Inc. reported that its wholly owned Israeli subsidiary, SolarDrone Ltd., agreed to acquire a 51% controlling interest in Junko Solar Ltd., a solar panel maintenance and cleaning company, at a pre-money valuation of $400,000 for a purchase price of $204,000, payable in three equal installments. Upon the first installment, the 51% stake will transfer to SolarDrone or an affiliate, and Junko Solar will move its solar cleaning and maintenance operations, customer relationships, business opportunities, and related assets into SolarDrone, which will run the business going forward. As part of the transaction, Junko Solar founder and controlling shareholder Amos Cohen was appointed Chief Executive Officer and a director of SolarDrone and will provide management and strategic services under a consulting arrangement paying 50,000 N.I.S per month plus VAT. VisionWave later issued a press release describing the deal as a strategic expansion of SolarDrone’s capabilities in the solar infrastructure services market.

VisionWave Holdings reports that it has increased its ownership stake in SaverOne Ltd. as part of an ongoing strategic collaboration. After completing a previously disclosed Stage 1 closing under an Exchange Agreement, VisionWave initially acquired approximately 19.99% of SaverOne’s outstanding share capital.

By subsequently purchasing additional SaverOne American Depositary Shares in open-market transactions, VisionWave now beneficially owns approximately 21% of SaverOne’s outstanding share capital. The company notes that these holdings have been reported through Schedule 13D and Section 16 filings and may be adjusted over time depending on market conditions, the Exchange Agreement, and regulatory requirements.

VisionWave Holdings, Inc. entered into a new Side Letter on March 11, 2026 with C.M. Composite Materials Ltd., Giza Zinger Even Mezzanine, Limited Partnership, and Matania (Mati) Moskovitch. The Side Letter supplements obligations under the previously disclosed Investment and Share Purchase Agreement and Loan Agreement, both dated February 20, 2026, as well as a February 5, 2026 settlement agreement among those parties. The full Side Letter is provided as Exhibit 10.1 to this report.

VisionWave Holdings Inc. filed an 8-K describing the completion of Phase One of its strategic transaction with SaverOne 2014 Ltd.. On March 5, 2026, VisionWave acquired an initial ownership position of approximately 19.99% in SaverOne under a definitive agreement dated January 26, 2026.

The agreement outlines additional phases that could raise VisionWave’s ownership in SaverOne to about 51%, conditioned on technology integration and commercialization milestones. Phase One also activates the RF sensing layer within VisionWave’s multi-domain sensing architecture, which combines RF detection, autonomous aerial and ground systems, artificial intelligence infrastructure and high-performance computing to support advanced situational awareness for defense and security applications.

VisionWave Holdings, Inc. entered the first stage of a staged equity exchange and strategic collaboration with Israeli company SaverOne 2014 Ltd. on March 5, 2026. This structure is intended to result in VisionWave ultimately beneficially owning about 51% of SaverOne’s ordinary shares on a fully diluted basis, excluding certain dilutive effects, while SaverOne will receive VisionWave common stock valued at $7 million subject to a value protection mechanism.

At the Stage 1 closing, VisionWave issued 365,610 restricted common shares to SaverOne, valued at approximately $2.7 million using a VWAV average price of $7.5031 per share, in exchange for 148,584 restricted SaverOne ADSs representing 19.99% of SaverOne’s issued and outstanding share capital as of the exchange agreement’s effective date. VisionWave will also issue shares to management under a $3 million pool based on a 39.1877% allocation and has granted SaverOne a non‑exclusive license to certain RF‑related intellectual property to support RF‑focused defense and military technology initiatives. The VisionWave shares were issued in a private placement relying on the Section 4(a)(2) exemption from registration under the Securities Act.

VisionWave Holdings, Inc. entered into a new financing arrangement under which an investor will provide a $20,000,000 senior loan, issued with a 15% original issue discount. VisionWave receives approximately $16,975,000 in net cash, with the note maturing in 12 months and requiring $2,500,000 monthly principal payments plus a 2% payment premium starting 60 days after issuance.

The company can repay installments in cash or by drawing under its existing standby equity purchase agreement, and may redeem the note early at 105% of principal plus accrued interest. If an event of default occurs, the investor may convert amounts due into common stock at a discount to market, subject to a 4.99% beneficial ownership cap and a floor price. VisionWave also issued a five-year warrant to buy 1,333,333 common shares at $9.00 per share and agreed to register the resale of the warrant shares and shares underlying the note.

Separately, VisionWave amended its Investment and Share Purchase Agreement for a planned acquisition to make completion of definitive joint venture agreements with Belrise Industries Limited a critical condition. The company can refuse to close or terminate the share purchase if these Belrise agreements are not executed on acceptable terms or are not in effect by specified dates.

VisionWave Holdings, Inc. reported that stockholders approved three key proposals at a special meeting held on February 24, 2026. As of the January 5, 2026 record date, 16,516,603 common shares were outstanding and entitled to vote, and 15,596,197 shares were represented, establishing a strong quorum.

Stockholders approved issuing common stock to YA II PN, Ltd. under a standby equity purchase agreement, with 15,340,918 votes for and 51,712 against. They also approved the 2025 Omnibus Equity Incentive Plan by a wide margin. In addition, stockholders approved amending the charter to allow stockholder action by written consent instead of a meeting.

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.

VisionWave Holdings, Inc. entered into a $10.0 million statement of work with qSpeed Bitcoin LLC to develop, validate, and deploy its custom qSpeed-Mine Bitcoin mining acceleration and orchestration platform. The engagement targets up to about 1,000 Bitcoin mining nodes and is expected to run roughly 32 weeks.

Payments and revenue are milestone-based, with cash and revenue recognition tied to successful delivery and acceptance of defined technical milestones, so there is no guarantee the full amount will be realized. VisionWave will own all deliverables, strengthening proprietary rights in its QuantumSpeed platform, while the counterparty has no obligations beyond accepted milestones and no minimum purchase commitments.