Welcome to our dedicated page for VisionWave Holdings SEC filings (Ticker: VWAV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VisionWave Holdings, Inc. (Nasdaq: VWAV) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered summaries that help explain complex documents. As a Nasdaq-listed emerging growth company in the Aerospace & Defense industry, VisionWave files current and registration reports that detail its technology programs, acquisitions, financing arrangements, and governance decisions.
Investors can review Form 8-K filings reporting material events such as the completion of the Solar Drone Ltd. acquisition, agreements with PVML Ltd. for secure data-AI infrastructure, the consulting agreement with Crypto Treasury Management Group, LLC for a potential digital asset treasury strategy, and complaints filed with Nasdaq MarketWatch and FINRA regarding apparent irregular trading activity. Other 8-Ks describe board changes, including the appointment of an independent director, and the filing of unaudited and audited financial statements for subsidiary VisionWave Technologies, Inc.
VisionWave’s Form S-1/A registration statement outlines its Standby Equity Purchase Agreement with YA II PN, Ltd., including potential advances, VWAP-based pricing, pre-paid advances via convertible notes, and related commitment and structuring fees. This filing also confirms VisionWave’s status as a smaller reporting company and emerging growth company, and it details risk factors and use-of-proceeds considerations relevant to VWAV stockholders.
On this page, users can also access financial statements and exhibits referenced in 8-Ks, such as condensed interim and audited financial statements for VisionWave Technologies, Inc., as well as material contracts and consulting agreements filed as exhibits. For each filing, Stock Titan’s AI tools can highlight key terms, summarize transaction structures, and point out items that may affect dilution, capital structure, or strategic direction.
By reviewing VisionWave’s SEC filings here, investors gain a structured view of how the company documents acquisitions, joint ventures, financing facilities, crypto treasury plans, and governance changes, and how those disclosures relate to its defense-technology, autonomy, and advanced sensing strategy.
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.
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. (VWAV) is an early-stage defense technology company developing AI-driven radars, RF imaging, drones, unmanned ground vehicles, remote weapon stations and active protection systems for military and homeland security uses. Most products are in prototype or pilot-testing phases, with initial commercial sales targeted around 2025–2026 and 2025 revenue coming from U.S.-based pilot projects.
The company became public through a July 14, 2025 business combination with SPAC Bannix Acquisition Corp., issuing about 11 million shares for VisionWave Technologies. It strengthened its intellectual property by acquiring six approved patents and one pending application focused on AI-powered RF imaging and autonomy.
VisionWave is highly dependent on external financing. As of September 30, 2025, cash was approximately $2.28 million, and it entered a Standby Equity Purchase Agreement with YA II for up to $50.0 million, including $5.0 million of 6% convertible notes with potential additional notes and significant dilution. The filing highlights substantial risks: Bannix’s prior failure to redeem public shares on the required SPAC timeline, the need for large ongoing capital infusions, technical and manufacturing challenges, reliance on key personnel and suppliers, and the possibility of volatility and dilution for common shareholders.