VisionWave Holdings (VWAV) OKs equity plan, SEPA shares and charter change

Rhea-AI Filing Summary

VisionWave Holdings, Inc. reported that stockholders approved three key proposals at a special meeting held on February 24, 2026. As of the January 5, 2026 record date, 16,516,603 common shares were outstanding and entitled to vote, and 15,596,197 shares were represented, establishing a strong quorum.

Stockholders approved issuing common stock to YA II PN, Ltd. under a standby equity purchase agreement, with 15,340,918 votes for and 51,712 against. They also approved the 2025 Omnibus Equity Incentive Plan by a wide margin. In addition, stockholders approved amending the charter to allow stockholder action by written consent instead of a meeting.

Insights

Corporate governance and capital structure analyst

Stockholders cleared equity financing, incentive plan, and governance change.

VisionWave stockholders endorsed flexibility for future equity issuance by approving common share issuance to YA II PN, Ltd. under a standby equity purchase agreement. This allows the company to draw equity capital under agreed terms once conditions are met, using stockholder approval to comply with Nasdaq rules.

They also approved a 2025 Omnibus Equity Incentive Plan, supporting ongoing equity-based compensation, and adopted a charter amendment permitting stockholder action by written consent. These outcomes collectively shape future dilution, compensation practices, and how quickly governance actions can be taken, with actual impact depending on how these tools are used over time.

false 0002038439 0002038439 2026-02-24 2026-02-24 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2026-02-24 2026-02-24 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2026-02-24 2026-02-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2026

VisionWave Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-72741		99-5002777
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VWAV		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		VWAVW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 24, 2026, VisionWave Holdings, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Meeting”) virtually at https://www.cstproxy.com/vwav/2026. At the Meeting, the Company’s stockholders voted on the three proposals described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on or about January 15, 2026.

As of the record date of January 5, 2026, there were 16,516,603 shares of the Company’s common stock outstanding and entitled to vote. A quorum was present at the Meeting, with holders of 15,596,197 shares (approximately 94.43% of the outstanding shares) represented in person (virtually) or by proxy.

The final voting results for each proposal, as certified by the Inspector of Election, are as follows:

Proposal 1 – Approval of the issuance of shares of common stock to YA II PN, Ltd. pursuant to the terms of a standby equity purchase agreement (the “SEPA”), with such modifications, amendments, or changes (consistent with the intent and purpose of this proposal) agreed upon by the parties to the SEPA, and in accordance with the stockholder approval requirements of Nasdaq Listing Rules 5635(b) and 5635(d).

	FOR	AGAINST	ABSTAIN	Broker Non-vote
Proposal No. 1	15,340,918	51,712	203,567	0

Proposal 1 was approved.

Proposal 2 – Approval of the Company’s 2025 Omnibus Equity Incentive Plan.

	FOR	AGAINST	ABSTAIN	Broker Non-vote
Proposal No. 2	15,405,026	184,434	6,737	0

Proposal 2 was approved.

Proposal 3 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to amend Section 7.3 thereof to permit stockholder action by written consent in lieu of a meeting.

	FOR	AGAINST	ABSTAIN	Broker Non-vote
Proposal No. 3	15,549,912	28,098	18,187	0

Proposal 3 was approved.

No other matters were presented for a vote at the Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 24, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim Chief Executive Officer

FAQ

What did VisionWave Holdings (VWAV) stockholders approve at the February 24, 2026 special meeting?

Stockholders approved three proposals: issuing common stock under a standby equity purchase agreement with YA II PN, Ltd., adopting a 2025 Omnibus Equity Incentive Plan, and amending the charter to permit stockholder action by written consent in lieu of a meeting.

How many VisionWave Holdings (VWAV) shares were entitled to vote at the special meeting?

A total of 16,516,603 shares of VisionWave common stock were outstanding and entitled to vote as of the January 5, 2026 record date, providing the base against which quorum and voting participation at the February 24, 2026 special meeting were measured.

What were the voting results for VisionWave’s standby equity purchase agreement proposal?

For Proposal 1, approving issuance of common stock to YA II PN, Ltd. under a standby equity purchase agreement, 15,340,918 shares voted for, 51,712 voted against, and 203,567 abstained, with no broker non-votes reported in the tabulated results for this proposal.

Did VisionWave Holdings (VWAV) stockholders approve the 2025 Omnibus Equity Incentive Plan?

Yes. Proposal 2, the 2025 Omnibus Equity Incentive Plan, received 15,405,026 votes for, 184,434 votes against, and 6,737 abstentions. This approval authorizes continued use of equity-based awards as part of VisionWave’s compensation and incentive structure.

What governance change did VisionWave stockholders approve regarding written consent?

Stockholders approved Proposal 3, amending the Amended and Restated Certificate of Incorporation to change Section 7.3 so stockholder action may be taken by written consent in lieu of a meeting, with 15,549,912 votes for, 28,098 against, and 18,187 abstentions recorded.

Was quorum achieved at the VisionWave (VWAV) February 24, 2026 special meeting?

Yes. Holders of 15,596,197 shares were present in person (virtually) or represented by proxy at the special meeting, representing approximately 94.43% of the 16,516,603 outstanding shares entitled to vote as of the January 5, 2026 record date.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB