VisionWave (Nasdaq: VWAV) unit to control Junko Solar and name new CEO
Rhea-AI Filing Summary
VisionWave Holdings, Inc. reported that its wholly owned Israeli subsidiary, SolarDrone Ltd., agreed to acquire a 51% controlling interest in Junko Solar Ltd., a solar panel maintenance and cleaning company, at a pre-money valuation of $400,000 for a purchase price of $204,000, payable in three equal installments. Upon the first installment, the 51% stake will transfer to SolarDrone or an affiliate, and Junko Solar will move its solar cleaning and maintenance operations, customer relationships, business opportunities, and related assets into SolarDrone, which will run the business going forward. As part of the transaction, Junko Solar founder and controlling shareholder Amos Cohen was appointed Chief Executive Officer and a director of SolarDrone and will provide management and strategic services under a consulting arrangement paying 50,000 N.I.S per month plus VAT. VisionWave later issued a press release describing the deal as a strategic expansion of SolarDrone’s capabilities in the solar infrastructure services market.
Positive
- None.
Negative
- None.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
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 | ||
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 1.01 Entry into a Material Definitive Agreement
On March 11, 2026, SolarDrone Ltd. (“SolarDrone”), an Israeli subsidiary of VisionWave Holdings, Inc. (Nasdaq: VWAV) (the “Company”), entered into a Consulting and Share Purchase Agreement (the “Agreement”) with Mr. Amos Cohen, the controlling shareholder of Junko Solar Ltd., an Israeli company engaged in solar panel maintenance and cleaning services. Pursuant to the Agreement, SolarDrone agreed to acquire 51% of the issued and outstanding shares of Junko Solar Ltd. (the “Transaction”). The parties agreed on a pre-money valuation of Junko Solar of $400,000, and SolarDrone agreed to purchase the 51% controlling interest for an aggregate purchase price of $204,000. The purchase price will be paid in three equal installments:
| ● | $68,000 upon execution of the Agreement |
| ● | $68,000 within 35 days |
| ● | $68,000 within 35 days thereafter |
Upon payment of the first installment, the shares representing 51% ownership of Junko Solar Ltd. will be transferred to SolarDrone or its designated affiliate.
Pursuant to the Agreement, Mr. Amos Cohen was appointed Chief Executive Officer and a director of SolarDrone Ltd. Mr. Cohen will provide management and strategic services to SolarDrone pursuant to a consulting arrangement and will receive a consulting fee of 50,000 N.I.S per month plus VAT.
As part of the Transaction, Junko Solar Ltd. will transfer operational activities related to solar panel cleaning and maintenance services, including customer relationships, business opportunities, and related operational assets to SolarDrone. SolarDrone will manage and operate the business going forward.
Item 8.01 Other Events
On March 17, 2026, the Company issued a press release announcing that SolarDrone entered into the Agreement with Mr. Cohen with respect to the Transction.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting and Share Purchase Agreement dated March 11, 2026. | |
| 99.1 | Press Release dated Match 17, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| VISIONWAVE HOLDINGS, INC. | |
| By: /s/ Douglas Davis | |
| Name: Douglas Davis | |
| Title: Executive Chairman and Interim Chief Executive Officer | |
| Date: March 17, 2026 |
EXHIBIT 99.1
VisionWave Subsidiary SolarDrone Acquires Controlling Interest in Junko Solar and Appoints Industry Executive as CEO
West Hollywood, California — March 17, 2026 VisionWave Holdings, Inc. (Nasdaq: VWAV), a developer of advanced AI-driven technologies and strategic defense and infrastructure solutions, today announced that its wholly owned subsidiary SolarDrone Ltd. has entered into an agreement to acquire a 51% controlling interest in Junko Solar Ltd. (“Junko Solar”), an Israeli company specializing in solar panel maintenance and cleaning services.
The transaction also includes the appointment of Amos Cohen, founder and controlling shareholder of Junko Solar, as Chief Executive Officer and Director of SolarDrone Ltd.
Transaction Highlights
| ● | SolarDrone to acquire 51% of Junko Solar |
| ● | Agreed company valuation of $400,000 |
| ● | Total consideration of $204,000 |
| ● | Transaction structured in three staged payments |
| ● | Junko’s solar maintenance activity to be integrated into SolarDrone operations |
Junko Solar operates in the rapidly expanding solar infrastructure services sector, providing specialized cleaning and maintenance solutions designed to improve solar panel efficiency and operational performance.
Leadership Appointment
Under the agreement, Amos Cohen will lead SolarDrone as Chief Executive Officer, bringing operational experience and industry relationships within the solar services sector. Mr. Cohen will oversee SolarDrone’s operational growth and the integration of Junko Solar’s business activity.
Strategic Expansion
VisionWave believes the transaction represents a strategic step toward expanding SolarDrone’s operational capabilities within the solar infrastructure services market. The integration of Junko Solar’s operational expertise is expected to strengthen SolarDrone’s ability to deliver scalable maintenance solutions in a rapidly growing global solar energy sector.
About VisionWave Holdings, Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a dual-market autonomous systems platform company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and sea.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “continue” (or the negative or other derivatives of these words or similar terminology) or similar terminology. These forward-looking statements, which are subject to risks, uncertainties, and assumptions, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including, but not limited to: our ability to successfully integrate acquisitions and realize expected synergies; risks associated with international operations and currency fluctuations; our dependence on key personnel and consultants; regulatory changes in the solar energy sector; our history of operating losses and need for additional capital; competition in the defense and infrastructure markets; and general economic conditions. For a discussion of these and other risks, please refer to the risks detailed in our filings with the Securities and Exchange Commission, including, without limitation, our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Investors should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today’s date, and VisionWave undertakes no duty to update such information, except as required under applicable law.
Contacts:
VWAV - Investor Contact: investors@vwav.inc
Website: https://www.vwav.inc
FAQ
What transaction did VisionWave Holdings (VWAV) announce involving Junko Solar?
How much is VisionWave paying for its 51% stake in Junko Solar?
What role will Amos Cohen have at SolarDrone after the Junko Solar deal?
How will the Junko Solar operations change after VisionWave’s transaction?
Why does VisionWave view the Junko Solar acquisition as strategic for VWAV?
Did VisionWave issue a press release about the SolarDrone and Junko Solar deal?
Filing Exhibits & Attachments
6 documentsPress Releases
Agreements & Contracts
