Every 8-K that VisionWave Holdings, Inc. (VWAV) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow VWAV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VWAV filings page.
VisionWave Holdings, Inc., through its wholly owned subsidiary Solar Drone, reported continuing business development discussions for possible opportunities in Middle Eastern markets, including Egypt and the United Arab Emirates. These talks follow executive meetings in Naples, Italy with prospective customers and partners.
The company highlighted Solar Drone’s patented drone-based cleaning technology, which is already in commercial use across multiple sites in Italy. The platform provides fast, water-efficient cleaning for solar panels and high‑voltage infrastructure without ground access or line shutdowns, supporting safe maintenance of large or hard‑to‑reach installations.
VisionWave Holdings, Inc. entered into a new financing arrangement connected to a potential strategic transaction. On February 5, the company advanced $500,000 to C.M. Composite Materials Ltd. under a Promissory Note that matures in 24 months, with principal due December 31, 2027. The Note bears no interest unless there is an event of default, when interest would accrue at 5% per year or a lower legal maximum, and it can be prepaid at any time without penalty.
This Note is a binding stand‑alone obligation that is not dependent on any merger or acquisition and brings VisionWave’s cumulative funding to C.M. Composite Materials to approximately $1,100,000. The funds for the loan were provided by Stanley Hills, LLC under a prior Funding Support Agreement. VisionWave also maintains a letter of intent with C.M. Composite Materials for a potential strategic transaction that is still subject to due diligence, definitive agreements, board approval, a valuation and fairness opinion, and other customary conditions, with no assurance that a transaction will close.
VisionWave Holdings, Inc. filed a current report describing the public release of a new investor presentation titled “VisionWave Holdings Overview Feb 2026.” The presentation outlines the company’s business, its dual-market strategy in defense/homeland security and commercial/infrastructure, and core technologies such as qSpeed™, VisionWave Stratum™, and VisionRF™.
The presentation also highlights operating subsidiaries, including Solar Drone Ltd., strategic arrangements with SaverOne, recent developments, leadership, and the company’s investment thesis. It is furnished as Exhibit 99.1 for informational purposes and is not deemed filed for liability purposes under the Exchange Act.
VisionWave Holdings, Inc. entered into a definitive Exchange Agreement with SaverOne 2014 Ltd. for a staged equity exchange and strategic collaboration. The structure allows VisionWave to acquire up to approximately 51% of SaverOne’s ordinary shares on a fully diluted basis, subject to milestones and regulatory approvals. In return, SaverOne may receive VisionWave common stock with an aggregate economic value of up to $7.0 million, issued in stages and subject to price-based adjustments and Nasdaq rules.
The three stages contemplate VisionWave delivering common stock valued at about $2.74 million, another $2.74 million, and then $1.51 million as SaverOne issues tranches of shares that ultimately reach the 51% level. SaverOne becomes the core operating platform for VisionWave’s radio‑frequency defense and security technologies under a non-exclusive worldwide license to certain VisionWave RF intellectual property. VisionWave’s board unanimously approved the agreement after receiving an independent fairness opinion from BDO Consulting Group that found the transaction financially fair to VisionWave and its stockholders.
VisionWave Holdings, Inc. filed an amended current report to update how it treats its previously announced acquisition of all of the company shares of Solar Drone Ltd., an Israeli corporation, completed on December 15, 2025. After reviewing guidance under Rule 11-01(d) of Regulation S-X and related interpretations, VisionWave concluded that the Solar Drone transaction should be treated as an acquisition of assets rather than an acquisition of a business. Because of this classification, the company states that historical financial statements and pro forma financial information are not required and are therefore not being provided under Item 9.01. The amendment otherwise leaves the original acquisition disclosure in place.
VisionWave Holdings, Inc. entered into Amendment No. 1 to its Standby Equity Purchase Agreement with YA II PN, Ltd., which gives the company the right to sell up to $50 million of common stock over time. In connection with this facility, VisionWave had previously issued two convertible promissory notes totaling $5,000,000, with notes of $3,000,000 and $2,000,000 issued in July 2025 and September 2025.
The amendment removes the investor’s prior ability to force purchases of common stock through Investor Notices to offset note amounts, and it adjusts the conditions for an Amortization Event so that registration-related issues will not trigger an event before the July 15, 2026 Rule 144 Date, and afterward so long as VisionWave is current in SEC filings and the investor can rely on Rule 144. It also cancels the investor’s obligation to provide an additional $2,000,000 in funding under a prior letter agreement, while allowing future fundings by mutual agreement, and requires VisionWave to use best efforts to respond to SEC staff comments and seek effectiveness of its Form S-1 registration statement.
VisionWave Holdings, Inc. entered into a Strategic Joint Venture Agreement with BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc. to form a Nevada limited liability company focused on developing, commercializing, and managing designated electronic design automation, defense, and high-security technology projects. Equity stakes were negotiated using an internal reference value of $1.0 billion, which the parties state is not an actual fair market value and was set without an independent valuation, and investors are cautioned not to rely on it as a value indicator.
The joint venture will be overseen by a three‑member board, and TOKENIZE and GBT will not participate in its management. Contributions of VisionWave securities must comply with securities laws and Nasdaq rules, including potential shareholder approval. The Agreement runs for seven years and can be terminated if required regulatory approvals, such as CFIUS or export control clearances, are denied or if no designated project generates revenue within twelve months after formation, in which case contributed consideration may be returned subject to board fiduciary determinations.
VisionWave Holdings, Inc. reported governance changes and a new executive contract. The Board appointed Mansour Khatib and Shmaya D. (Daniel) Ollech as independent directors effective January 2, 2026, with cash retainers of $36,000 per year plus potential committee chair fees and an annual restricted stock grant valued at $60,000 under the 2024 Omnibus Equity Incentive Plan.
The company also entered into a three-year Employment Agreement with Chief Financial Officer Erik Klinger, providing a base salary of $120,000 and standard benefits. In connection with the agreement, Klinger received a nonstatutory stock option to purchase 500,000 shares, vesting quarterly over four years starting on shareholder approval of the proposed 2025 Omnibus Equity Incentive Plan; if the plan is not approved, the option will be void.
VisionWave Holdings, Inc. entered into and closed an asset purchase agreement to acquire all intellectual property rights to the QuantumSpeed technology from Adrian Holdings S.R.L. The consideration totals 10,000,000 shares of common stock plus a $10,000,000 promissory note. An independent valuation by BDO Consulting Group estimated the QuantumSpeed intellectual property at $99.6 million as of December 31, 2025, and BDO also provided a fairness opinion on the transaction structure and value.
At closing, VisionWave issued 3,000,000 common shares and delivered the note to the seller. The remaining 7,000,000 contingent shares require shareholder approval under Nasdaq rules; VisionWave must seek this approval within nine months of closing. If approval is not obtained in that period, 60% of the equity in QuantumSpeed Inc., the subsidiary holding the acquired IP, will be transferred to the seller, which will also retain the initial 3,000,000 shares and the note.
The 3,000,000 shares issued at closing were sold in a private placement relying on Section 4(a)(2) and/or Regulation D, with the seller representing accredited investor status.
VisionWave Holdings, Inc. completed the acquisition of Israeli company Solar Drone Ltd., which develops solar-powered drone technology, from BladeRanger Ltd. In exchange for all Solar Drone shares, VisionWave issued 1,500,000 shares of its common stock and 300,000 pre-funded common stock purchase warrants, each exercisable for one share at a nominal $0.01 exercise price that is largely prepaid.
The pre-funded warrants are exercisable immediately and remain outstanding until fully exercised, subject to a 9.99% beneficial ownership cap and a 19.99% exchange cap unless shareholder approval is obtained under Nasdaq Listing Rule 5635. Additional pre-funded warrants may be issued so that total share-based consideration reflects a value of $21,600,000 if the five-day average VWAP before effectiveness of a resale registration is below $12.00 per share. The shares and initial warrants were issued in a private placement relying on Section 4(a)(2) and/or Rule 506, and the company plans to file Solar Drone’s financial statements and related pro forma information within 71 calendar days of the required date.
VisionWave Holdings, Inc. appointed Judit Nagypal as an independent director to its Board effective November 26, 2025. She will serve until a successor is elected and qualified or until earlier resignation or removal, and meets independence standards of Nasdaq and the U.S. Securities and Exchange Commission.
Ms. Nagypal, age 56, brings extensive international experience in technology partnerships and human resources from senior roles at Microsoft, AXA Group, Kraft, Danone, and Coca-Cola across Europe. There are no related-party arrangements, family relationships, or reportable transactions connected to her appointment.
Under an Independent Director Engagement Agreement aligned with VisionWave’s Independent Director Compensation Policy, she will receive an annual cash retainer of $36,000, potential additional cash fees for committee chair roles, and an annual restricted stock grant valued at $60,000 under the 2024 Omnibus Equity Incentive Plan, vesting after twelve months of continuous service, with accelerated vesting upon certain events.
VisionWave Holdings, Inc. (VWAV) filed an update to provide investors with additional financial information about its wholly owned subsidiary, VisionWave Technologies Inc. The company furnished unaudited condensed interim financial statements for VisionWave Technologies for the three months ended June 30, 2025 and 2024.
It also furnished audited financial statements for VisionWave Technologies Inc. (Predecessor) as of and for the year ended March 31, 2025 and for the period from March 20, 2024 (inception) to March 31, 2024. These subsidiary financial statements are included as Exhibit 99.1 and are described as being furnished rather than filed, which limits how they are treated under certain securities law liability provisions.
VisionWave Holdings (VWAV) announced a binding letter of intent to acquire 100% of Solar Drone Ltd., a subsidiary of BladeRanger (TASE: BLRN), in exchange for 1,800,000 shares of VisionWave common stock. Only certain provisions—exclusivity, confidentiality, expenses, registration rights, governing law, and termination—are binding; the acquisition itself remains non‑binding pending a definitive agreement.
The parties will negotiate in good faith toward a definitive share purchase agreement, with execution contingent on satisfactory due diligence and the absence of a material adverse change at Solar Drone. Any closing would further require required corporate and third‑party approvals. VisionWave states it intends to proceed toward signing and is advancing technical, legal, and financial workstreams, but there can be no assurance a definitive agreement will be executed or that the deal will close. The disclosure is furnished under Item 8.01 and not deemed filed.
VisionWave Holdings, Inc. entered a services agreement for a data-processing platform (PVML) with an initial 12-month term that automatically renews annually unless 60 days' notice is given. The company will pay $600,000 in total consideration: a $250,000 cash payment on execution and an equity component valued at $350,000 to be settled by issuing 35,000 shares of common stock at $10.00 per share. The contract includes a yearly platform fee that covers 2.4 million PVML Units of processing capacity, with additional usage charged if exceeded. Each party keeps its own intellectual property, while the company will own all outputs and derivatives produced through its use of the PVML platform. The agreement is governed by the laws of Israel and may be terminated for material breach or insolvency as specified.
VisionWave Holdings, Inc. has entered into a two-year Consulting Agreement with Crypto Treasury Management Group, LLC to design and help implement a digital asset treasury reserve strategy. CTMG will advise on crypto treasury structure, custodians, possible staking, capital formation with a licensed underwriter, and regulatory and tax compliance.
VisionWave will pay a $50,000 retainer that was advanced before signing, another $50,000 upon execution of binding crypto treasury agreements, a success fee of 17 Bitcoin (or cash equivalent) after deploying at least $20 million into crypto assets, and 250,000 shares of common stock upon closing of the crypto treasury transaction, plus expense reimbursement. The Agreement contemplates a potential capital formation structure of up to $300 million allocated into assets such as Bitcoin and Solana, subject to company approval and market conditions, with a commitment that at least 70% of the crypto treasury be staked for at least two years if the strategy is implemented.
The company aims to replace its current financing structure, using the non-staked portion to fund its defense business and potentially using staked assets to support M&A in the defense arena. The strategy is forward-looking, not assured to close, and remains subject to market volatility, regulatory and Nasdaq listing requirements, and any shareholder or other approvals deemed necessary.