VisionWave Holdings (NASDAQ: VWAV) flags steep Q2 loss and late 10-Q filing

Rhea-AI Filing Summary

VisionWave Holdings, Inc. notified that it will file its Quarterly Report for the quarter ended June 30, 2026 later than the prescribed deadline under Rule 12b-25, citing the need for additional time to complete financial statements, required disclosures, and review by its independent auditor. The company expects to file within five calendar days of the original due date.

Based on preliminary, unaudited figures, VisionWave expects to report a net loss of approximately $19.98 million for the three months ended June 30, 2026, compared with a net loss of approximately $434,294 for the same period in 2025, and a net loss of approximately $39.82 million for the nine months ended June 30, 2026, compared with a net loss of approximately $861,759 for the six months ended June 30, 2025. Management attributes the larger losses mainly to expanded operations after acquisitions, higher general and administrative, sales and marketing, and research and development expenses, interest and related costs on new indebtedness, and non-cash charges tied to fair value changes and stock-based compensation.

Positive

• None.

Negative

• Preliminary quarterly net loss rises sharply to approximately $19.98 million from about $434,294 for the prior-year quarter, indicating a substantially higher level of operating and financing costs.
• Preliminary nine-month net loss expands to approximately $39.82 million versus about $861,759 for the prior-year period, reflecting the impact of acquisitions, higher operating expenses, interest costs, and non-cash valuation charges.
• Delay in filing the Form 10-Q requires a Rule 12b-25 extension, highlighting process and reporting complexity around closing, valuation, and audit review.

Filing Explained

The August 14 NT 10-Q is a late-filing notice, not the quarterly report: VisionWave says the June 30 results remain preliminary and subject to quarter-end closing, auditor review, and valuation and impairment work. It also says the year-over-year periods are not directly comparable because acquisitions and new debt changed the business.

Key Figures

Q2 2026 net loss: approximately $19.98 million Q2 2025 net loss: approximately $434,294 Nine months 2026 net loss: approximately $39.82 million +3 more

6 metrics

Q2 2026 net loss approximately $19.98 million Preliminary net loss for the three months ended June 30, 2026

Q2 2025 net loss approximately $434,294 Net loss for the three months ended June 30, 2025

Nine months 2026 net loss approximately $39.82 million Preliminary net loss for the nine months ended June 30, 2026

Prior-year period net loss approximately $861,759 Net loss for the six months ended June 30, 2025

Filing extension window five calendar days Expected latest date to file Form 10-Q after original due date under Rule 12b-25

Form period end June 30, 2026 Quarterly period covered by the delayed Form 10-Q

Key Terms

Rule 12b-25, original issue discount, stock-based compensation, independent registered public accounting firm, +1 more

5 terms

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25(b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

original issue discount financial

"amortization of debt issuance costs and original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

stock-based compensation financial

"non-cash charges arising from changes in the estimated fair value of convertible notes payable and other liabilities and from stock-based compensation"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

independent registered public accounting firm regulatory

"allow for the review by its independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

convertible notes payable financial

"interest expense, together with amortization of debt issuance costs and original issue discount, on convertible notes payable"

A convertible notes payable is a company loan recorded as debt that can later be exchanged for shares of the company instead of being repaid in cash. Investors care because it affects both the company’s obligations and ownership: it temporarily increases debt on the balance sheet but can dilute existing shareholders if converted, much like an IOU that can either be paid back or traded in for a slice of the business.

FAQ

Why is VisionWave Holdings (VWAV) delaying its June 30, 2026 Form 10-Q filing?

VisionWave Holdings is delaying its Form 10-Q because it needs more time to compile and analyze information, finalize financial statements and disclosures, and complete review by its independent registered public accounting firm before filing.

What preliminary net loss does VisionWave Holdings (VWAV) expect for Q2 2026?

VisionWave Holdings currently expects to report a net loss of approximately $19.98 million for the three months ended June 30, 2026, compared with a net loss of about $434,294 for the same period in 2025.

How have VisionWave Holdings’ (VWAV) year-to-date losses changed for 2026?

For the nine months ended June 30, 2026, VisionWave expects a net loss of about $39.82 million, versus a net loss of approximately $861,759 for the six months ended June 30, 2025, reflecting expanded operations and higher costs.

What factors are driving VisionWave Holdings’ (VWAV) larger net losses?

The larger losses are driven by expanded operations after 2026 acquisitions, higher general and administrative, sales and marketing, and research and development expenses, interest and related costs on new debt, and non-cash fair value and stock-based compensation charges.

When does VisionWave Holdings (VWAV) expect to file the delayed Form 10-Q?

VisionWave Holdings states that it expects to file its Form 10-Q for the quarter ended June 30, 2026 no later than the fifth calendar day after the original due date, in line with Rule 12b-25.

Are VisionWave Holdings’ (VWAV) preliminary results for June 30, 2026 final?

No. The figures are preliminary and unaudited, subject to completion of the financial closing process, review by the independent registered public accounting firm, and potential changes from purchase price allocations and valuation assessments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 04:22 PM Accepted by SEC EDGAR 08/14/2026 - 04:15 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-42741
CUSIP NUMBER: 927950105

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

For Period Ended: June 30, 2026

☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q

For the Transition Period Ended: ____________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ____________________

PART I — REGISTRANT INFORMATION

Full Name of Registrant: VisionWave Holdings, Inc.

Former Name if Applicable: ____________________

Address of Principal Executive Office (Street and Number): 300 Delaware Ave., Suite 210 #301

City, State and Zip Code: Wilmington, DE 19801

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒ (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. Additional time is required for the Registrant to compile and analyze certain information and documentation, complete the preparation of its financial statements, and finalize certain disclosures required to be included in the Form 10-Q, as well as to allow for the review by its independent registered public accounting firm. The Registrant currently expects to file the Form 10-Q as soon as practicable and no later than the fifth calendar day following the prescribed due date, in accordance with Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Erik Klinger	(302)	305-4790
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes ☐ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

VisionWave Holdings, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2026	By: /s/ Erik Klinger
	Title: Chief Financial Officer

ATTACHMENT TO FORM 12b-25

VISIONWAVE HOLDINGS, INC.

PART IV, ITEM (3)

EXPLANATION OF ANTICIPATED SIGNIFICANT CHANGE IN RESULTS OF OPERATIONS

VisionWave Holdings, Inc. (the “Registrant”) anticipates that the earnings statements to be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 will reflect a significant change in results of operations from the corresponding periods of the prior fiscal year.

Based on preliminary, unaudited information currently available to management, and subject in all respects to completion of the Registrant’s financial statement closing process and the review of the Registrant’s independent registered public accounting firm, the Registrant currently expects to report a net loss of approximately $19.98 million for the three months ended June 30, 2026, as compared to a net loss of approximately $434,294 for the three months ended June 30, 2025, and a net loss of approximately $39.82 million for the nine months ended June 30, 2026, as compared to a net loss of approximately $861,759 for the six months ended June 30, 2025.

The anticipated increase in net loss is attributable primarily to the following factors, none of which was present, or which were present only to a substantially lesser degree, during the corresponding periods of the prior fiscal year:

	●	the substantial expansion of the Registrant’s operations following the acquisitions and asset acquisitions completed during fiscal year 2026, including non-cash amortization of acquired intangible assets and depreciation of acquired fixed assets;
	●	increased general and administrative expenses, including legal, accounting, consulting and other professional fees incurred in connection with the Registrant’s acquisition and financing activity and its obligations as a reporting company listed on The Nasdaq Stock Market LLC;
	●	increased sales and marketing expenses, including investor awareness costs, and increased research and development expenses as the Registrant continues to develop and commercialize its products;
	●	interest expense, together with amortization of debt issuance costs and original issue discount, on convertible notes payable and other indebtedness issued during fiscal year 2026, substantially all of which was not outstanding during the corresponding prior-year periods; and
	●	non-cash charges arising from changes in the estimated fair value of convertible notes payable and other liabilities and from stock-based compensation.

During the three and nine months ended June 30, 2025, the Registrant was an early-stage company that had not yet completed the acquisitions described above, had no significant indebtedness outstanding, and incurred only limited general and administrative, sales and marketing, and research and development expenses. Accordingly, the periods are not directly comparable.

The estimated amounts set forth above are preliminary, are based on information available to management as of the date hereof, have not been audited or reviewed by the Registrant’s independent registered public accounting firm, and remain subject to the completion of the Registrant’s quarter-end closing, review and reporting procedures, including the finalization of purchase price allocations, valuation of equity-linked and other financial instruments, impairment assessments and the evaluation of subsequent events. Actual results reported in the Form 10-Q may differ materially from these estimates.

Cautionary Note Regarding Forward-Looking Statements.

This attachment 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, including statements regarding the Registrant’s anticipated results of operations for the periods ended June 30, 2026 and the expected timing of the filing of the Form 10-Q. These statements are based on management’s current expectations and are subject to known and unknown risks and uncertainties, including those described under “Risk Factors” in the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and its subsequent filings with the Securities and Exchange Commission. Actual results may differ materially. The Registrant undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.