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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): August
6, 2025
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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2025, the Board of Directors (the “Board”)
of VisionWave Holdings, Inc. (the “Company”) adopted the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”),
which authorizes the issuance of up to 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”). The Plan is subject to approval by the Company’s shareholders within twelve (12) months of the Board’s adoption
date. If shareholder approval is obtained, the Plan will become effective as of August 5, 2025. The Plan provides for the grant of various
equity-based awards, including non-qualified stock options, incentive stock options, restricted stock awards, restricted stock unit awards,
stock appreciation rights, performance stock awards, performance unit awards, unrestricted stock awards, distribution equivalent rights,
or any combination thereof. The Plan is intended to assist the Company in attracting, retaining, and incentivizing key management employees,
directors, and consultants, and to align their interests with those of the Company’s shareholders.
A copy of the Plan is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Plan is qualified in its entirety
by reference to the full text of the Plan.
On August 6, 2025, the Company entered into employment
agreements (each, an “Employment Agreement”) with Douglas Davis, as Executive Chairman, Noam Kenig, as Chief Executive Officer,
and Danny Rittman, as Chief Technology Officer (collectively, the “Executives”). Each Employment Agreement has an initial
term of three (3) years, commencing on August 6, 2025, and is subject to automatic one-year renewals thereafter unless terminated by either
party with at least thirty (30) days’ prior written notice.
Under the Employment Agreements:
| ● | Mr.
Davis and Mr. Kenig will each receive an initial base salary of $150,000 per year, increasing
to $300,000 upon the Company achieving $3,000,000 in revenue during any ninety (90)-day period,
and further increasing to $600,000 upon achieving $6,000,000 in revenue during any ninety
(90)-day period, with subsequent adjustments to fair market rates. |
| ● | Mr.
Rittman will receive an initial base salary of $120,000 per year, increasing to $240,000
upon the Company achieving $3,000,000 in revenue during any ninety (90)-day period, and further
increasing to $360,000 upon achieving $6,000,000 in revenue during any ninety (90)-day period,
with subsequent adjustments to fair market rates. |
| ● | Mr.
Davis and Mr. Kenig are each eligible for an annual performance bonus targeted at 2% of the
Company’s net income as reflected in its financial statements filed with the Securities
and Exchange Commission (the “SEC”). |
| ● | Each
Executive is eligible for four (4) weeks of paid vacation per year, participation in the
Company’s benefit plans (including medical, dental, vision, disability, life insurance,
and 401(k) plans), and reimbursement of reasonable business expenses. |
| ● | In
the event of termination without cause or resignation for good reason, each Executive is
entitled to severance equal to the greater of $600,000 or two (2) times their then-current
base salary, payable within six (6) months of termination, subject to execution of a general
release. |
| ● | Upon
a change in control followed by termination within three (3) months, all outstanding equity
awards vest immediately, and severance becomes payable. |
| ● | Each
Employment Agreement includes standard provisions for termination for cause, death, disability,
or without good reason, with limited payments in such cases. |
Additionally,
as a condition to entering into the Employment Agreements, each Executive entered into a Proprietary & Confidential Information,
Inventions Assignment, Non-Solicitation and Non-Competition Agreement and a Mutual Agreement to Arbitrate with the Company.
Additionally, pursuant to the Employment Agreements
and under the Plan (subject to shareholder approval thereof), the Company granted nonstatutory
stock options (each, an “Option”) to the Executives as follows:
| ● | Mr.
Davis and Mr. Kenig were each granted Options to purchase 2,000,000 shares of Common Stock. |
| ● | Mr.
Rittman was granted an Option to purchase 500,000 shares of Common Stock. |
Each
Option has an exercise price of $7.20 per share (to be determined as the fair market value on the grant date) and vests in twelve (12)
equal quarterly installments over four (4) years, commencing on the date of shareholder approval of the Plan (the “Approval
Date”). The Options are exercisable for five (5) years from the grant date and allow for cashless exercise. The grants are contingent
upon shareholder approval of the Plan; if not approved, the Options will be null and void.
Copies of the Employment Agreements for Mr. Davis,
Mr. Kenig, and Mr. Rittman are filed as Exhibits 10.2, 10.3, and 10.4, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference. A copy of the form of the Option agreement for Mr. Davis, Mr. Kenig, and Mr. Rittman is filed as Exhibit 10.5 to
this Current Report on Form 8-K and are incorporated herein by reference. Copies of the form of Proprietary & Confidential Information,
Inventions Assignment, Non-Solicitation and Non-Competition Agreement and the form of Mutual Agreement to Arbitrate are filed as Exhibits
10.6 and 10.7, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of
the Employment Agreements, Options, Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition
Agreements, and Mutual Agreements to Arbitrate are qualified in their entirety by reference to the full text of such agreements.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description |
| |
|
| 10.1 |
2025 Omnibus Equity Incentive Plan |
| |
|
| 10.2 |
Employment Agreement, dated August 6, 2025, by and between the Company and Douglas Davis |
| |
|
| 10.3 |
Employment Agreement, dated August 6, 2025, by and between the Company and Noam Kenig |
| |
|
| 10.4 |
Employment Agreement, dated August 6, 2025, by and between the Company and Danny Rittman |
| |
|
| 10.5 |
Form of Nonstatutory Stock Option Agreement, dated August 6, 2025 |
| |
|
| 10.6 |
Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement |
| |
|
| 10.7 |
Form of Mutual Agreement to Arbitrate |
| |
|
| 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.
| Dated: August 6, 2025 |
|
| |
|
| VisionWave Holdings, Inc. |
|
| |
|
| By: |
/s/ Noam Kenig |
|
| Name: |
Noam Kenig |
|
| Title: |
Chief Executive Officer |
|
