Welcome to our dedicated page for VisionWave Holdings SEC filings (Ticker: VWAVW), 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.
This page presents U.S. Securities and Exchange Commission filings related to the redeemable warrants of VisionWave Holdings, Inc. (trading symbol VWAVW) and associated disclosures about the company’s capital structure and governance. VisionWave’s common stock trades on The Nasdaq Stock Market LLC under the symbol VWAV, and its redeemable warrants, each whole warrant exercisable for one share of common stock at a stated exercise price, trade under the symbol VWAVW, as described in multiple Current Reports on Form 8-K.
In these filings, investors can review Current Reports on Form 8-K that discuss material definitive agreements, warrant terms, employment agreements, equity incentive plans, joint venture arrangements, and collaborations. For example, VisionWave has filed 8-Ks describing its Standby Equity Purchase Agreement and related convertible promissory notes, the adoption of its 2025 Omnibus Equity Incentive Plan, and employment agreements with executives and key personnel that include stock option grants and severance provisions. Other 8-Ks outline strategic joint venture agreements and memoranda of understanding for defense-related programs.
Registration statements such as the Form S-1 for the resale of shares issuable under the Standby Equity Purchase Agreement provide additional detail on how VisionWave may issue common stock in connection with financing arrangements, and how the warrants and related securities are registered. Notifications such as Form 12b-25 explain timing considerations for periodic reports.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight key terms, such as warrant exercise conditions, equity issuance mechanics, and material contract provisions. Real-time updates from EDGAR ensure that new 8-Ks, S-1 amendments, and other relevant documents are added as they become available. Users interested in VWAVW can use this page to understand how VisionWave structures its warrants, equity incentives, and financing tools, and how these elements fit into its broader defense-technology and autonomy strategy.
VisionWave Holdings, Inc. agreed with YA II PN, Ltd. to issue up to $15,000,000 in convertible debentures, sold at 85% of principal in two tranches. A $10,000,000 first tranche closed on July 20, 2026, with a $5,000,000 second tranche contingent on effectiveness of a resale registration statement. Net proceeds are earmarked for working capital and general corporate purposes.
The debentures bear 5.00% annual interest, rising to 18.00% upon default, and mature on July 20, 2027. Beginning December 30, 2026, VisionWave must make monthly principal installments of $1,750,000 plus a 2% premium and accrued interest, payable in cash or via offsets against advances under an existing Standby Equity Purchase Agreement. The debentures are convertible at the Investor’s option at $5.00 per share, with default-period conversions permitted at 90% of the lowest recent VWAP, subject to a $0.702 floor, a 4.99% beneficial ownership cap, and Nasdaq exchange-cap limits unless stockholders approve additional issuances.
In connection with this financing, VisionWave issued 1,800,000 warrants at a $5.00 exercise price, granted registration rights, and obtained guarantees from key subsidiaries. Existing noteholders of $6,000,000 and $10,000,000 promissory notes agreed to defer cash payments, and the Investor extended the maturity of $3,000,000 and $2,000,000 SEPA-related notes to January 25, 2027.
VisionWave Holdings, Inc. is registering 6,244,194 shares of common stock for resale by existing stockholders. This includes 2,810,861 outstanding shares, 2,100,000 shares issuable upon exercise of Blade Ranger–related pre-funded warrants, and 1,333,333 shares issuable upon exercise of a warrant held by YA II PN Ltd.
The company will not sell shares in this offering and will receive no proceeds from resales, other than nominal amounts if the pre-funded warrants are exercised and any cash exercise of the $9.00 warrant. The prospectus describes recent transactions, including a staged equity exchange resulting in VisionWave owning about 41% of SaverOne, the Blade Ranger acquisition funded with stock and pre-funded warrants, and a $20 million senior loan plus warrant financing from YA II. Extensive risk factors highlight capital needs, potential dilution from warrants and equity facilities, complex acquisition and joint venture plans, and operational and geopolitical risks tied to defense and drone technologies with significant activity in Israel.
VisionWave Holdings, Inc. entered into a Distributor Agreement with Stratonex Defence Technologies Ltd., appointing Stratonex as its strategic commercialization, integration and sovereign delivery partner for the United Kingdom, Europe and other mutually agreed markets. Stratonex will help identify, develop and manage commercial opportunities for VisionWave’s AI-powered defense and security technologies, particularly with government, defense and institutional customers, under an opportunity registration process that can grant exclusive protection for accepted opportunities.
The agreement is non-exclusive at the territory level, has an initial two-year term with automatic one-year renewals, and can be terminated by either party on 60 days’ written notice or upon specified defaults. It includes no minimum purchase or revenue commitments and does not obligate VisionWave to accept Stratonex purchase orders, with pricing set by company quotations. VisionWave’s board approved the arrangement after reviewing the existing advisory relationship with Stratonex co-founder Ben Everitt, who serves on VisionWave’s Advisory Board, and the company announced the deal in a press release.
VisionWave Holdings, Inc. entered into a binding Acquisition Agreement to buy a 51% controlling interest in Israeli defense company Meteor Aerospace Ltd. The deal values Meteor at a pre-money equity valuation of $40.0 million, with VisionWave paying approximately $20.4 million in VisionWave common stock.
Consideration will include about $6.0 million of unrestricted shares and about $14.4 million of restricted shares subject to a six-month lock-up, with the share count based on the five-day VWAP before closing. Closing depends on successful live flight validation of Meteor’s Impact-700 unmanned aerial system, completion of extensive due diligence, and other customary conditions.
Upon completion, VisionWave will obtain board control at Meteor, gain rights over major corporate actions, and access a portfolio of unmanned systems, electronic warfare and C4ISR technologies. Meteor founder Itzhak Nissan is expected to remain for at least three years as Chief Technology Director.
VisionWave Holdings, Inc. entered into an Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement with Adrian Holdings S.R.L., assigning Adrian the right to receive 14,843,945,442 SaverOne ordinary shares issued at the Stage 2 and Stage 3 closings. In return, the principal on Adrian’s $10,000,000 promissory note will be reduced by an aggregate amount of approximately $1.43 million, calculated as 110% of the Assigned Share value. VisionWave also completed the Stage 2 and Stage 3 exchanges with SaverOne, issuing an aggregate 1,331,637 VisionWave common shares valued at about $2,743,137 for Stage 2 and $1,513,726 for Stage 3 in an unregistered private placement. After these steps, VisionWave beneficially owns approximately 41% of SaverOne’s ordinary shares and expects to account for this investment under the equity method rather than consolidating SaverOne.
VisionWave Holdings, Inc. amended the employment agreement of Chief Technology Officer / Chief Information Security Officer Danny Rittman. His annual base salary increased to $180,000 effective June 1, 2026.
The company also agreed to grant 1,000,000 performance-based stock options under its 2025 Omnibus Equity Incentive Plan, in addition to 500,000 existing options. These new options are exercisable at $4.98 per share and vest upon achieving specific product development and cybersecurity milestones, including VisionRF and StratumAI deliverables and implementation of a company-wide cybersecurity framework.
VisionWave Holdings, Inc. director Feiglin Dzikowski Atara filed an initial Form 3 showing ownership of 7,193 shares of common stock. According to a footnote, these shares were awarded as compensation for service on the Board of Directors and the Business Development Committee, prorated for a partial year.
VisionWave Holdings, Inc. entered into a Securities Exchange Agreement with Foresight Autonomous Holdings Ltd. to acquire, in two stages, newly issued Foresight shares representing 52% of Foresight’s issued and outstanding share capital as of the Stage 1 closing. The deal is structured around VisionWave using Foresight as its core operating platform for RF-focused perception systems and related defense, homeland security and autonomous technology initiatives.
The agreement includes a two-year value protection mechanism that preserves 65% of the economic value of VisionWave common stock issued to Foresight, with protected amounts of $10,062,500 for Stage 1 and $1,312,500 for Stage 2. If Foresight’s sale proceeds fall short, VisionWave must issue additional make-whole shares based on a 20-day average price, with liquidated damages of 1.5% of any shortfall per 30-day delay. Foresight receives registration rights, a 24-month management preservation covenant, a requirement to allocate at least 50% of sale proceeds to the Perception Platform, and a 36-month leak-out limiting daily sales of VisionWave stock to 5% of trading volume.
VisionWave Holdings, Inc. announced that its wholly owned subsidiary VisionWave IL Ltd. has appointed Einav Eliraz as Chief Financial Officer, effective June 1, 2026. Eliraz is a certified public accountant with more than twenty years of experience in public company finance, SEC reporting, treasury management, and multinational operations.
Under his Employment Agreement, Eliraz will receive a gross monthly salary of NIS 50,000, customary Israeli employee benefits, and will be eligible for an annual performance bonus tied to revenue and operating objectives. Subject to board, committee, and any required stockholder and regulatory approvals, he is expected to receive options to purchase 500,000 shares of VisionWave common stock under the company’s Omnibus Equity Incentive Plan, vesting over four years. The company expects him to play a key role in consolidated financial reporting, SEC compliance, mergers and acquisitions, integration of acquired businesses, and broader strategic financial initiatives across its global operations.
VisionWave Holdings, Inc. entered into a Share Exchange and Swap Agreement with Nasdaq-listed T3 Defense Inc. Under this deal, VisionWave issued 475,492 new shares of its common stock to T3 Defense in exchange for 6,000,000 newly issued T3 Defense common shares.
The VisionWave shares were valued at the Nasdaq closing price of $5.590 per share on May 15, 2026, for an aggregate value of about $2.658 million. These VisionWave shares are being issued as restricted securities in a private placement under Section 4(a)(2) of the Securities Act and are subject to customary legends and additional contractual transfer restrictions requiring prior written consent from both parties.