VisionWave (NASDAQ: VWAV) adds xClibre AI video IP to RF sensing stack
Rhea-AI Filing Summary
VisionWave Holdings, Inc. has completed the acquisition of the intellectual property assets underlying the xClibre AI video intelligence platform from Dream America Marketing Services, Ltda. The deal adds a visual perception layer intended to complement VisionWave’s existing RF-based sensing technologies.
As consideration, VisionWave agreed to deliver 7,000,000 shares of common stock and a $6,000,000 promissory note. At closing, the seller received 3,500,000 shares and the note, with an additional 3,500,000 contingent shares issuable upon satisfactory proof-of-concept results and Nasdaq Shareholder Approval under Listing Rule 5635. An independent valuation by BDO Consulting Group assessed the xClibre IP at approximately $60,000,000 as of April 10, 2026, and VisionWave’s board received a fairness opinion supporting the transaction.
If proof-of-concept approval is not obtained within nine months of closing, VisionWave must transfer 60% of the equity in subsidiary xClibre Inc. to the seller while the seller retains the initial 3,500,000 shares and the note. The initial share issuance relied on a private-offering exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. VisionWave plans to validate the technology through a structured proof-of-concept in the second half of 2026 and then pursue commercialization across defense, critical infrastructure, and smart environment applications.
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Insights
VisionWave trades equity and a note for AI video IP, adding capability but taking execution risk.
VisionWave is acquiring the xClibre AI video intelligence IP using 7,000,000 common shares and a $6,000,000 promissory note, with an independent valuation of roughly $60,000,000. Strategically, the deal adds a visual perception layer to its RF sensing stack, aiming for a more complete multi-sensor architecture.
Half of the shares are contingent on proof-of-concept results and Nasdaq Shareholder Approval, which ties dilution to technical validation and shareholder consent. A nine-month deadline for proof-of-concept creates a clear milestone; failure would shift 60% of xClibre Inc. back to the seller while it keeps the initial shares and the note.
Economic impact depends on successful proof-of-concept in H2 2026 and market acceptance in defense, critical infrastructure, and smart environments. The transaction structure, fairness opinion, and private-offering exemption under Section 4(a)(2) and Regulation D highlight a negotiated, non-cash-heavy approach but leave meaningful integration and performance risk.
8-K Event Classification
Key Figures
Key Terms
proof-of-concept technical
Section 4(a)(2) of the Securities Act regulatory
Regulation D regulatory
fairness opinion financial
forward-looking statements regulatory
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
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Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2026, VisionWave Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Dream America Marketing Services, Ltda., a Costa Rican company (the “Seller”).
Pursuant to the Agreement, the Company agreed to acquire from the Seller, and the Seller agreed to sell, transfer, convey and assign to the Company, all right, title and interest in and to certain intellectual property assets related to the technology known as xClibre (the “Assigned IP”), as more fully described in the Agreement.
In consideration for the Assigned IP, the Company agreed to pay the Seller aggregate consideration consisting of (i) 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Purchase Shares”), and (ii) a promissory note in the principal amount of $6,000,000 (the “Note”).
At closing, the Company has issued and delivered to the Seller 3,500,000 Purchase Shares (the “Closing Shares”) and executed and delivered the Note.
The issuance of the remaining 3,500,000 shares of the Company’s common stock (the “Contingent Shares”) is subject to (i) satisfactory proof-of-concept results and (ii) Nasdaq Shareholder Approval under Nasdaq Listing Rule 5635. The Company has agreed to use its commercially reasonable efforts to obtain such proof-of-concept approval (the “POC Approval”) as soon as practicable following the Closing, and in no event later than nine (9) months after the Closing Date. The Company has also agreed to use reasonable best efforts to obtain Nasdaq Shareholder Approval. If proof-of-concept approval is not obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%) of the equity interests in xClibre Inc., a wholly-owned subsidiary of the Company to which the acquired intellectual property assets will have been assigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions under applicable securities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released, and (iii) the Seller shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any obligation to return, cancel, or forfeit the same. For the avoidance of doubt, in such event, no alternative consideration will be provided in lieu of the Contingent Shares.
An independent third-party valuation by BDO Consulting Group assessed the xClibre intellectual property at approximately $60 million as of April 10, 2026, based on certain assumptions regarding future development success, market adoption, and discount rates. This valuation is not a guarantee of realizable value and is subject to significant risks, including potential impairment if development milestones are not met. The Company’s Board was provided also with a fairness opinion by BDO Consulting Group for the structure and the value of the transaction. The Company’s Board of Directors reviewed this valuation and determined that the transaction is fair to, and in the best interests of, the Company and its stockholders.
The Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this nature.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On April 10, 2026, the transactions contemplated by the Agreement described in Item 1.01 of this Current Report on Form 8-K were completed. The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.
The Assigned IP consists of intellectual property rights owned by the Seller relating to the xClibre technology, including patents, patent applications, trademarks, copyrights, trade secrets, know-how, software and other proprietary rights, as set forth in Exhibit A to the Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Agreement described in Item 1.01 of this Current Report on Form 8-K, on April 10, 2026, the Company issued 3,500,000 shares of its common stock to the Seller as partial consideration for the Assigned IP. The issuance of these shares was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as the transaction did not involve a public offering. The Seller represented that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.
The remaining 3,500,000 Contingent Shares will be issued only upon receipt of Nasdaq Shareholder Approval.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not required, as the acquired assets consist solely of intellectual property and do not constitute a “business” for purposes of Regulation S-X.
(b) Pro forma financial information.
Not required, for the reason set forth in paragraph (a) above.
(d) Exhibits.
| Exhibit Number | Description |
| 2.1 | Asset Purchase Agreement dated as of April 10, 2026, by and between VisionWave Holdings, Inc. and Dream America Marketing Services, Ltds. |
| 10.1 | Promissory Note dated April 10, 2026 issued to Dream America Marketing Services, Ltds. |
| 99.1 | Press Release, dated April 13, 2026 (furnished pursuant to Item 8.01) |
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: April 13, 2026 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Executive Chairman | |
EXHIBIT 99.1
VisionWave Acquires xClibre™ AI Video Intelligence IP Assets
Adds visual perception layer to complement RF sensing across defense platforms
WEST HOLLYWOOD, CA — April 13, 2026 — VisionWave Holdings, Inc. (Nasdaq: VWAV), a defense and advanced sensing technology company, today announced the completed acquisition of the intellectual property assets underlying the xClibre™ AI video intelligence platform, pursuant to a definitive Asset Purchase Agreement dated April 10, 2026. The acquired IP was independently valued at approximately $60 million, by BDO Consulting Group as of April 10, 2026.
The acquisition is intended to fill a critical capability gap in VisionWave’s sensing architecture: until now, the Company’s platforms relied primarily on RF-based detection. xClibre add a visual perception layer that is expected to complement the Company’s existing RF-based detection capabilities.
Transaction Terms
VisionWave acquired 100% of the xClibre intellectual property portfolio, including AI-driven video analytics software, proprietary algorithms and models, and associated trade secrets and development frameworks. Total consideration consists of:
| ● | 7,000,000 shares of VisionWave common stock (3,500,000 issued at closing; 3,500,000 contingents upon successful proof-of-concept validation and Nasdaq Shareholder Approval under Nasdaq Listing Rule 5635) |
| ● | $6,000,000 promissory note |
The Company intends to assign the acquired IP into a dedicated subsidiary, xClibre Inc., creating a focused commercial vehicle with the goal of development and go-to-market execution.
Why This Acquisition Matters
Modern defense and security environments demand sensing systems that can detect, identify, and act — not just alert. RF-based systems excel at wide-area detection, but visual confirmation is often required before any autonomous or human response can be authorized with confidence.
xClibre is designed as a “video-as-a-sensor” platform that converts existing camera infrastructure into a real-time AI intelligence layer capable of:
| ● | Automated threat detection and alerting with behavioral analytics |
| ● | Rapid forensic search to accelerate post-incident investigation |
| ● | Visual verification of RF-detected contacts potentially reducing false-positive response rates |
| ● | Event-driven action pipelines that connect detection to autonomous system response |
The platform is built on an edge-first architecture — processing data locally via dedicated compute appliances, with no cloud dependency. This design is intended to enable deployment in bandwidth-constrained forward environments and ensures compliance with data sovereignty requirements.
Integration Across VisionWave’s Platform
VisionWave plans to pursue integration of xClibre across its full defense stack, subject to successful technical validation and proof-of-concept results, with near-term focus on:
| ● | Argus™ counter-UAS platform — visual confirmation layer for RF-identified aerial threats |
| ● | Autonomous interceptor systems — enhanced target classification to support engagement authorization |
| ● | Unmanned ground vehicles (UGVs) — on-board visual situational awareness |
| ● | Fixed-site security deployments — perimeter intelligence with forensic replay capability |
Integration will occur via APIs and SDKs into VisionWave’s existing command-and-control and autonomy pipelines, subject to further technical diligence and successful POC outcomes. The Company believes the resulting heterogeneous sensing architecture — combining RF sensing with AI video analytics — has the potential to deliver meaningfully higher reliability than single-modality alternatives.
Demonstration Preview
To illustrate the architectural concept behind xClibre, the Company has prepared a conceptual demonstration rendering showcasing how the engine prioritizes computation in latency-sensitive scenarios.
This demonstration is simulated/conceptual only, is non-operational, and does not reflect actual system performance, tested results, or guaranteed capabilities. It is provided for illustrative purposes only.
Demonstration rendering (for illustration only). This demonstration is non-operational, non-productized, and intended solely to convey architectural principles.
Validation and Commercial Roadmap
VisionWave will conduct a structured proof-of-concept evaluation with an industry partner, targeting completion in H2 2026. The POC will validate detection accuracy, false-alert performance, and integration across the multi-sensor stack.
Subject to POC outcomes and receipt of Nasdaq Shareholder Approval, the Company expects to pursue commercialization through OEM embedding, platform integration across existing solutions, and expansion into defense, critical infrastructure, and smart environment markets. Successful POC completion and Nasdaq Shareholder Approval will also trigger release of the remaining 3,500,000 contingent shares.
Management Commentary
Douglas Davis, CEO & Executive Chairman of VisionWave, commented:
“RF sensing tells you something is there. Video intelligence tells you what it is and what it’s doing. With xClibre, we have taken an important step toward delivering both — in a single integrated architecture built for the realities of contested environments. Our near-term focus is validating performance in the field. The commercial path follows from that.”
About VisionWave Holdings Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology 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 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the xClibre acquisition, anticipated strategic benefits of adding a visual perception layer to the Company’s RF sensing platforms, technology integration plans, proof-of-concept evaluation and its expected outcomes, potential commercialization pathways, Nasdaq Shareholder Approval for the Contingent Shares, and the Company’s strategic initiatives. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are generally identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” and similar expressions, or by statements that events or trends “may,” “will,” or “could” occur.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including but not limited to, the ability to successfully complete the proof-of-concept evaluation and achieve satisfactory results; the receipt of Nasdaq Shareholder Approval for the issuance of the Contingent Shares; integration risks following the acquisition of the xClibre IP; technical and development challenges in integrating the visual perception layer with the Company’s existing RF sensing platforms; market acceptance of the combined technologies; regulatory requirements and data sovereignty issues; changes in market conditions affecting the defense and security sectors; and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.
All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release and in the Company’s SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.
Investor Contact
investors@vwav.inc
www.vwav.inc
