VisionWave Holdings, Inc SEC Filings

VisionWave Holdings, Inc. has filed a Form S-8 that includes a reoffer prospectus registering up to 6,265,735 shares of common stock for resale by directors, officers, employees, and consultants who received awards under its 2024 and 2025 Omnibus Equity Incentive Plans. These are secondary sales, and the company will not receive proceeds from the selling stockholders’ transactions.

The prospectus also describes a Standby Equity Purchase Agreement (SEPA) with YA II under which VisionWave may sell up to $50 million of common stock over the SEPA term, plus a $5.0 million Pre-Paid Advance purchased at 94% of principal with interest at 6.0%, rising to 18% upon default. YA II may convert related convertible notes at the lower of $10.00 or 93% of the lowest five-day VWAP, subject to a $1.00 floor and a 4.99% ownership cap, providing flexible but potentially dilutive funding.

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, Inc. filed Amendment No. 1 to a Form S-1 to register the resale of up to 10,200,000 shares of common stock by YA II PN, LTD., from time to time. This includes up to 10,000,000 shares issuable under a Standby Equity Purchase Agreement (SEPA) and 200,000 Commitment Shares issued as consideration.

The company will not receive proceeds from sales by YA II. Separately, the SEPA permits VisionWave to sell up to $50,000,000 of stock to YA II, with each Advance priced at 97% of the lowest daily VWAP over three trading days, subject to conditions and an Exchange Cap. YA II provided a $5.0M Pre‑Paid Advance via Convertible Notes (first $3.0M funded on July 25, 2025; remaining $2.0M upon effectiveness) at 6.0% interest.

Convertible Notes are convertible at the lower of $10.00 or 93% of the lowest daily VWAP over five days, with a Floor Price of $1.00 and a 4.99% beneficial ownership cap. Amortization events can trigger $750,000 monthly payments plus a 5.0% premium and accrued interest. Shares outstanding were 14,996,603 as of November 11, 2025.

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 (VWAV) filed an amended Q2 2025 10‑Q to reflect its July 14, 2025 business combination with VisionWave Technologies and Bannix Acquisition Corp., accounted for as a reverse recapitalization. Because the merger closed after the period, the results presented reflect Bannix’s historical operations through June 30, 2025; VW Tech will be consolidated beginning with the quarter ending September 30, 2025.

For Q2 2025, the company reported a net loss of $434,294 and a six‑month net loss of $861,759. As of June 30, 2025, total assets were $1,173,459 (including $1,168,644 in the Trust Account), total liabilities were $7,515,898, redeemable common stock was $608,298, and stockholders’ deficit was $(6,950,737). Cash was $885, and the working capital deficit was $6,287,377.

Shareholder redemptions continued ahead of the merger, including 83,313 shares for $972,722 approved on May 22, 2025 and paid in July. Following closing, Common Stock (VWAV) and Warrants (VWAVW) trade on Nasdaq. As of November 4, 2025, 14,996,603 common shares were issued and outstanding.

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. filed a 10-Q containing unaudited interim disclosures and transactional agreements. The company reports a minimal capitalization with 1 share of common stock issued and outstanding and references a stockholder's deficit and related-party-funded accrued expenses. Management disclosed a contemplated $10,000,000 equity or equity-linked Offering to be marketed on a "commercially reasonable efforts" basis with no assurance of completion; engagement terms include a 7% cash placement fee to Maxim and reimbursement of up to $25,000 in expenses. Executive compensation and grants are detailed, including an election by Mr. Shuss to receive 6,556 shares using a closing price of $11.44 (Sept 8, 2025) and potential awards of restricted stock and cash totaling specified amounts.

The filing discloses convertible financing arrangements: a $2,000,000 Second Pre-Paid Advance/Second Note with a purchase price of $1,880,000 (94%) and a similar $2,000,000 New Note. Conversion terms reference a Fixed Price of $10.00 per share or a Variable Price at 93% of the lowest five‑day VWAP before conversion (floor not below $1.00 and adjustable per specified conditions). Conversions are subject to a 4.99% beneficial ownership limit and an Exchange Cap of 19.99%. The document includes standard notes on warrant classification and signature dates in October 2025.

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.