VisionWave Holdings, Inc SEC Filings

VisionWave Holdings, Inc. disclosed that Magic Internacional Argentina FC S.L. LLC is a significant shareholder. In an initial Form 3 filing effective on July 14, 2025, the entity reported beneficial ownership of 2,020,500 shares of VisionWave common stock, held as a direct position.

This stake identifies the reporting entity as a 10% owner, providing investors with clarity on a large shareholder’s holdings, but it does not describe any new share purchases or sales.

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. has filed an amended Form S-1 to register for resale up to 10,200,000 shares of its common stock for YA II PN, Ltd. under a Standby Equity Purchase Agreement (SEPA).

The registration covers 200,000 commitment shares already issued to YA II and up to 10,000,000 additional shares that may be issued if VisionWave sells stock to YA II over time. VisionWave will not receive proceeds from YA II’s resale of these shares, but it may raise up to $50.0 million by selling shares to YA II at 97% of the lowest three-day VWAP, subject to trading-volume, ownership and exchange caps.

YA II has already provided a $5.0 million pre-paid advance via convertible notes purchased at 94% of principal, bearing 6% interest (rising to 18% on default) and convertible at the lower of $10.00 or 93% of five-day VWAP, with a $1.00 floor price and a 4.99% ownership cap. As of January 22, 2026, VisionWave had 19,563,350 shares outstanding, rising to 29,563,350 if all 10,200,000 registered shares are issued.

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. is asking stockholders to approve the issuance of up to 10,000,000 shares of common stock to YA II PN Ltd. under a standby equity purchase agreement, which supports up to $50 million of potential share sales and is tied to existing and new convertible notes. The company has already received a $5 million pre-paid advance (with 6% discount and interest rates generally at 6%–12%, rising to 18% on default) and may issue additional shares upon conversions, subject to a 4.99% beneficial ownership cap and Nasdaq’s 19.99% exchange cap unless stockholders approve this proposal.

Stockholders are also being asked to approve a 2025 Omnibus Equity Incentive Plan covering up to 7,000,000 shares, in addition to 6,330,980 shares previously issued under the 2024 plan, including 5,750,000 options already granted contingent on plan approval. A third proposal would amend the charter to allow stockholder action by written consent in lieu of a meeting under Delaware law. The Board recommends voting FOR all three proposals.

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. director Mansour Khatib reported beneficial ownership of 4,320 shares of common stock as of January 2, 2026. This stake reflects an annual equity grant of restricted stock valued at $40,000 for a partial year of board service under the company’s 2024 Omnibus Equity Incentive Plan. The restricted stock is scheduled to vest in full after twelve months of continuous service, with vesting subject to acceleration upon a Change in Control, death, or disability.

VisionWave Holdings, Inc. director Daniel Ollech filed an initial ownership report showing beneficial ownership of 4,320 shares of common stock held directly as of January 2, 2026.

These shares represent an annual equity grant of restricted stock for a partial year of board service, valued at $40,000 under the company’s 2024 Omnibus Equity Incentive Plan. The grant amount was calculated by dividing the $40,000 director service fee by the $9.26 closing price on December 31, 2025.

The restricted stock vests in full after twelve months of continuous service, with vesting subject to acceleration upon a Change in Control, death, or disability as defined in the plan.