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Item 1. Financial Statements

2026-08-19 compared with 2026-05-20 · 1538 added, 931 removed, 1490 unchanged (62% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026

June 30, 2026

September 30, 2025

1 unchanged sentence

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

4 unchanged sentences

Equity method investment

Notes receivable

Property and equipment, net

Other non-current assets

Other investments

Notes receivable, net of allowance

Property, plant and equipment, net

Other non-current asset

Intangible assets, net

Liabilities and Stockholders’ Equity (Deficit)

Liabilities and Equity (Deficit)

Current liabilities:

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Excise tax payable

Promissory notes , net of unamortized debt issuance cost

Promissory notes

Loan payable - current

Due to related parties

1 unchanged sentence

Stock based compensation liability

Deferred tax liability

Deferred underwriters’ discount

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Commitments and Contingencies (Note 20)

Stockholders’ Equity (Deficit)

Equity (Deficit)

Preferred stock, par value $ 0.01 , 10,000,000 shares authorized;

no shares issued or outstanding

Common stock, par value $ 0.01 , 150,000,000 shares authorized;

20,347,137 and 14,521,094 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively.

Shares to be issued related to acquisition, par value $0.01, 7,000,000 and 0 shares at March 31, 2026 and September

30, 2025, respectively.

Common stock, par value $ 0.01 , 150,000,000 shares

27,332,069 and 14,521,094 shares

issued and 24,414,467 and 14,521,094 shares outstanding at June 30, 2026 and September 30, 2025, respectively.

Treasury stock, at cost, par value $ 0.01 , 2,917,602 and

0 shares outstanding at June 30, 2026 and September 30, 2025, respectively.

Shares to be issued related to acquisition, par value $0.01, 6,500,000 and 0 shares at June 30, 2026 and September 30, 2025, respectively.

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

Accumulated other comprehensive income

Total equity - VisionWave Holdings Inc.

Non-controlling interest

Total Equity (Deficit)

Total Liabilities and Equity (Deficit)

The accompanying notes are an integral part of these

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Six Months Ended March 31,

AND COMPREHENSIVE LOSS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2026

Three Months Ended June 30,

Nine Months Ended June 30,

Cost of Revenue

Operating expenses:

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Loss from operations

( 18,144,667 )

( 35,767,889 )

Other (expense) income:

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Interest expense

Net gain from sale of marketable securities

( 5,230,404 )

( 7,565,321 )

Net gain/(loss) from sale of marketable securities

Loss on disposal of investments

Change in fair value of convertible notes payable

Change in fair value of other liabilities

Change in fair value of other investments

( 1,632,548 )

Other income (expenses)

Total other (expense) income, net

( 7,785,940 )

( 10,008,726 )

Loss before provision for income taxes

Provision for income taxes

( 25,930,607 )

( 45,776,615 )

( 25,930,607 )

( 45,776,615 )

Net Loss Attributable to Non-controlling interests

Net Loss Attributable to VisionWave Holdings Inc.

( 25,833,549 )

( 45,679,557 )

Other comprehensive loss

Foreign currency translations adjustment (income) loss, net of tax

Total Comprehensive loss

( 25,911,354 )

( 45,757,362 )

Comprehensive Loss Attributable to Non-controlling interest

Comprehensive Loss Attributable to VisionWave Holdings Inc.

$ ( 25,821,567 )

$ ( 155,521 )

$ ( 45,667,575 )

$ ( 388,087 )

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

Basic and diluted net loss per share attributable to VisionWave Holdings Inc.

The accompanying notes are an integral part of these

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026

Stockholders

to Acquisition

EQUITY (DEFICIT)

as of September 30, 2025

of shares in asset acquisition

of warrants in asset acquisition

based compensation

as of December 31, 2025

of shares in asset acquisition

of shares pursuant to SEPA

of shares pursuant to the SaverOne exchange agreement

to be issued related to asset acquisition

of warrants pursuant to the Letter Agreement

based compensation

as of March 31, 2026

Total Stockholders’

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2026

Treasury Stock

Shares to be issued

Non - Controlling

Paid-in Capital

in acquisition

Other Comprehensive Income

Equity (Deficit)

Balance as of September 30, 2025

$ ( 15,108,906 )

$ ( 11,795,447 )

Issuance of shares in asset acquisition

Issuance of warrants in asset acquisition

Exercise of warrants

Stock based compensation

( 6,935,915 )

Balance as of December 31, 2025

( 22,044,821 )

Exercise of warrants

Issuance of shares in asset acquisition

Issuance of shares pursuant to SEPA

Shares to be issued related to acquisition

Issuance of shares pursuant to the SaverOne exchange agreement

Shares to be issued related to asset acquisition

Issuance of warrants pursuant to the Letter Agreement

Stock based compensation

( 12,910,093 )

Balance as of March 31, 2026

( 34,954,914 )

Issuance of shares in asset acquisition

Issuance of shares pursuant to SEPA

Issuance of shares pursuant to the SaverOne exchange agreement

Share swap between DFNS and VisionWave

Shares to be issued related to asset acquisition

Stock based compensation

Shares repurchased in connection with BOCA JV

( 2,917,602 )

( 16,513,628 )

Currency translation adjustment

Non-controlling Interest Arising on Business Combination

( 25,833,549 )

( 25,930,607 )

Balance as of June 30, 2026

( 2,917,602 )

$ ( 16,513,628 )

$ 115,919,280

$ ( 60,788,463 )

$ 140,027,254

Paid-in Capital

Balance as of September 30, 2024

Balance as of December 31, 2024

Balance as of March 31, 2025

Balance as of June 30, 2025

The accompanying notes are an integral part of these

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,

Nine Months Ended June 30,

Cash flows from Operating Activities:

$ ( 45,776,615 )

$ ( 388,087 )

Adjustments to reconcile net loss to net cash provided by operating activities:

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Change in fair value of convertible notes payable

Change in fair value of investments

Gain on investment of marketable securities

Allowance for doubtful Notes

Loss on transfer of equity method securities

Amortization of debt issuance cost

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Prepaid expenses and other current assets

Accounts receivable

Due from related party

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Due to related parties

Deferred taxes

Stock-based compensation liability

2 unchanged sentences

Net cash used in operating activities

( 14,821,280 )

Cash flows from Investing Activities:

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Composite Materials Ltd

Purchase of property, plant and equipment

( 5,799,587 )

Purchase of property and equipment

Deposit on property, plant and equipment

Cash paid for equity method investment

Cash paid for equity method investments

Cash acquired in connection with asset acquisition

Acquisition of business, net of cash acquired

Cash paid for other investments

Proceeds from sale of other investments

Net cash (used in) provided by investing activities

( 6,788,836 )

Cash flows from Financing Activities:

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Proceeds from issuance of promissory note

Proceeds from loan payable

Repayment of loan payable

Repayment of promissory note

( 9,560,270 )

Proceeds from drawdown of SEPA

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Net cash provided by financing activities

Net change in cash and cash equivalents

Effect of exchange rate changes on cash

Net change in cash

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Supplemental Cash Flow Disclosures

Cash paid for interest

Cash paid for taxes

Supplemental cash flow information:

Interest paid

Non cash investing and financing activities:

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Issuance of shares pursuant to the SaverOne exchange agreement

Issuance of shares in asset acquisitions

Issuance of warrants pursuant to the exchange agreement

Issuance of shares in asset acquisition

Issuance of warrants pursuant to exchange agreement

Note issued in asset acquisition

Shares to be issued related to asset acquisition

Shares to be issued related to acquisition

Share swap between DFNS and VisionWave

Non-cash repayment of Adrian Note

Goodwill acquired in Business Combination

NCI related to acquisition

Net assets acquired and liability assumed related to acquisition

VWAV shares were contributed (by members) in Boca JV LLC

The accompanying notes are an integral part of these

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AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

Note 1— Organization and Business Operations

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On July 14, 2025, the transaction contemplated by the Merger Agreement

The Company has two wholly owned subsidiaries:

Technologies, Inc., Solar Drone Ltd, acquired on December 15, 2025 pursuant to the Share Purchase Agreement (See Note 9).

The Company has four wholly owned subsidiaries:

VisionWave Technologies,

Inc., Solar Drone Ltd, acquired on December 15, 2025 pursuant to the Share Purchase Agreement (See Note 10), VisionWave IL Ltd.

Israel”), acquired on March 18, 2026 (See Note 20) and VisionWave UK, Ltd, incorporated on May 22, 2026.

Note 2— Liquidity, Capital Resources and Going Concern

The Company’s primary sources of liquidity have been cash from financing

For the three and six months ended March 31, 2026, net loss was $ 12,910,093 and $ 19,846,008 , respectively.

Cash used in operating

activities was $ 8,790,770 for the six months ended March 31, 2026.

The Company had an accumulated deficit of $ 34,954,914 as of March 31,

As of March 31, 2026, working capital deficit was $ 21,939,175 and cash was $ 14,255,720 .

The Company received proceeds of approximately $ 23,846 as a result of the

Reverse Acquisition in September 2025, after giving effect to stockholder redemptions and payment of transaction expenses in connection

with the Reverse Acquisition.

The Company received an additional $ 308,000 pursuant to the Securities Purchases agreement entered into

on July 15, 2025 and $ 5,000,000 pursuant to the convertible promissory note agreements issued under the Standby Equity Purchase Agreement

referenced below.

The Company’s primary sources of liquidity

have been cash from financing activities.

For the nine months ended June 30, 2026, the Company’s net loss was $ 45,776,615 .

During the nine months ended June 30, 2026, the Company used cash of $ 14,821,280

for operating activities.

As of June 30, 2026, the Company had an accumulated deficit of $ 60,788,463

as of June 30, 2026.

As of June 30, 2026, working capital deficit was $ 33,262,307

and cash was $ 4,881,610 .

On July 25, 2025, the Company entered into the Standby Equity Purchase

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which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations

and conditions set forth in the SEPA, from time to time during the term of the SEPA, from time to time during the term of the SEPA.

Company received proceeds of $1,760,761 from draw down during the six months ended March 31, 2026.

and conditions set forth in the SEPA, from time to time during the term of the SEPA.

The Company received proceeds of $10,540,571, from

draw down during the nine months ended June 30, 2026.

The Company also received net proceed of $16,975,000 for loan issued during

the six months ended March 31, 2026 (See Note 13) and $850,000 from the issuance of convertible notes for the same periods.

the nine months ended June 30, 2026 (See Note 14) and $850,000 from the issuance of convertible notes during the same periods.

The Company’s future capital requirements will depend on many factors,

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able to raise it on terms acceptable to the Company or at all.

Going Concern Evaluation

Ordinarily, conditions or events that raise substantial

doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they

The Company evaluated its ability to meet its obligations as they become due within one year from the date that the unaudited

condensed consolidated financial statements are issued by considering the following:

On April 8, 2025, with an effective date of March 31, 2025 and as amended

on May 20, 2026, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal

shareholder of VisionWave Technologies.

Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide

financial support to the Company, sufficient to fund the working capital needs through May 20, 2027.

The funding may be provided by Stanley

Hills in the form of direct payments to third parties, advances or intercompany loans, or capital contributions, as mutually determined

by the parties.

Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such time as

determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or ability

to continue as a going concern.

The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the date of

release of the unaudited condensed consolidated financial statement.

Management has determined that the agreement with

Stanley Hills, cash receipts from customer arrangements, resource reallocation initiatives, additional insider investments and financing,

along with its existing cash and committed affiliated support related combinations alleviated the risk about the Company’s ability

to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the unaudited

condensed consolidated financial statements.

These factors initially raised substantial doubt about the Company’s

ability to continue as a going concern within one year after the date these financial statements are issued.

Going Concern Assessment and Management’s Plans

In response to these conditions, on April 8, 2025,

with an effective date of March 31, 2025 and as amended on July 28, 2026, the Company entered into a Funding Support Agreement with Stanley

Hills, LLC (“Stanley Hills”), its principal shareholder of VisionWave Technologies, Pursuant to the agreement, Stanley Hills

irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through

August 28, 2027.

The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany

loans or capital contributions, as mutually determined by the parties.

Unless otherwise agreed in writing, any such advances will be non-interest

bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair

the Company’s liquidity or ability to continue as a going concern.

The agreement may not be terminated by Stanley Hills prior to

the twelve-month period from the date of release of the unaudited condensed consolidated financial statement.

Management has determined that the SEPA agreement, the agreement with Stanley

Hills, cash receipts from customer arrangements, resource reallocation initiatives, additional insider investments and financing, along

with its existing cash and committed affiliated support, alleviated the risk about the Company’s ability to continue as a going

concern for a reasonable period of time, which is considered to be one year from the issuance of the unaudited condensed consolidated

financial statements.

Note 3— Significant Accounting Policies

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The accompanying unaudited condensed consolidated financial statements

as of March 31, 2026 and for the three and six months ended March 31, 2026 and 2025 are unaudited.

as of June 30, 2026 and for the three and nine months ended June 30, 2026 and 2025 are unaudited.

The accompanying unaudited condensed

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Exchange Commission (“SEC”).

Accordingly, they do not include all the information and footnotes required by generally accepted

Accordingly, they do not include all of the information and footnotes required by generally accepted

accounting principles for complete financial statements.

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accruals) considered necessary for a fair presentation have been included.

Operating results for the three and six months ended March

Operating results for the three and nine months ended June

30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2026.

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eliminated in consolidation.

As of April 1, 2026, the Company consolidated VWave

Boca JV, LLC, a joint venture that is a variable interest entity (“VIE”) as the Company has determined that it is the primary

In determining this, the Company evaluated whether it has (1) the power to direct the activities that most significantly

impact the VIE's economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could

potentially be significant to the VIE.

(See Note 6 for further details).

Foreign Currency Translation and Transactions

The Company’s reporting currency is the U.S.

The functional currency of each entity in the group is the currency of the primary economic environment in which it operates.

Transactions in foreign currencies are initially recorded in source currency and converted into the functional currency at the rates of

exchange prevailing on the date of the transaction.

The Company translates the financial statements from the local (functional)

currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting

Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”).

Assets and liabilities are translated at

exchange rates as of the balance sheet dates.

Expenses are translated at average rates in effect for the years presented.

gains and losses resulting from re-measurement from functional to reporting currency are recorded in accumulated other comprehensive loss

as a component of shareholders’ deficit.

Gains and losses resulting from transactions denominated in a currency

other than the functional currency of the entity are included in general and administrative expenses in the consolidated statements of

operations and other comprehensive loss using the average exchange rates in effect during the period.

Segment Reporting

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amounts of expenses during the reporting periods.

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the

date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Significant estimates include assumptions made in the valuation of the options,

valuation of convertible notes, fair value of assets acquired including intangible assets, useful life of intangibles, valuation of warrants

and recoverability of deferred tax assets.

estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements,

which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

estimates include assumptions made in the valuation of stock options, valuation of convertible notes, fair value of assets acquired including

intangible assets, useful life of intangibles, valuation of warrants, impairment of goodwill and intangible assets, recoverability of

receivables and recoverability of deferred tax assets.

Accordingly, the actual results could differ from those estimates.

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of $ 250,000 .

At March 31, 2026 and September 30, 2025, the Company had $ 13,732,588 and $ 1,774,899 deposits in excess of the Federal Depository

As of June 30, 2026 and September 30, 2025, the Company had $ 4,108,462 and $ 1,774,899 deposits in excess of the Federal Depository

Insurance Coverage, respectively.

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is accounted for as an asset acquisition.

If not, the Company applies its judgement to determine whether the acquired net assets meets

the definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.

If not, Company applies its judgment to determine whether the acquired net assets meets the

definition of a business by considering if the set includes an acquired input, process, and the ability to create outputs.

The Company accounts for business combinations using the acquisition method

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the accounting acquirer.

goodwill or intangible assets are recorded

transaction is treated as a capital transaction in substance

accounting acquirer’s assets and liabilities are carried forward at their historical

carrying amounts

accounting acquiree’s net assets are recognized at fair value, if applicable

● No goodwill or intangible assets are recorded

● The transaction is treated as a capital transaction in substance

● The accounting acquirer’s assets and liabilities are carried forward at their historical carrying amounts

● The accounting acquiree’s net assets are recognized at fair value, if applicable

Cash and Cash Equivalents

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when purchased to be cash equivalents.

Cash equivalents was $ 15,723 at March 31, 2026 and September 30, 2025.

Cash equivalents were $ 26,186 and $ 0 at June 30, 2026 and September 30, 2025, respectively.

The Company from time to time invests in equity securities.

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over its estimated fair value.

Property and Equipment

Goodwill is the excess of consideration paid for an acquired entity over

the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets, net of liabilities assumed

in a business combination.

To determine the amount of goodwill resulting from a business combination, the Company performs an assessment

to determine the acquisition date fair value of the acquired company’s tangible and identifiable intangible assets and liabilities.

Goodwill is required to be evaluated for impairment

on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired.

An entity has the option to first

assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely

than not that the fair value of a reporting unit is less than it carrying amount.

These qualitative factors include:

macroeconomic and

industry conditions, cost factors, overall financial performance and other relevant entity-specific events.

If the entity determines that

this threshold is met, then the Company may apply a one-step quantitative test and record the amount of goodwill impairment as the excess

of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting

The Company determines fair value through multiple valuation techniques and weights the results accordingly.

The Company is required to make certain subjective and complex judgments

in assessing whether goodwill may be impaired.

These judgments include significant assumptions and estimates used to determine the fair

value of its reporting units, such as projected revenues and related growth rates, projected operating margins and operating cash flows,

discount rates, and future economic and market conditions.

The Company has elected to perform its annual goodwill impairment review on

July 1 of each year, initially utilizing a qualitative assessment to determine whether it is more likely than not that the fair value

of each reporting unit is less than its carrying amount.

Other Intangible assets and amortization

The Company recognizes intangible assets that arise from contractual or

other legal rights or are otherwise separable.

Intangible assets acquired in a business combination or asset acquisition are measured

at their acquisition-date fair value.

For intangible assets acquired in a group constituting an asset acquisition, the total cost is allocated

to the individual assets based on their relative fair values.

Upon initial recognition, an intangible asset is assigned an estimated

useful life, representing the period over which the asset is expected to generate future economic benefits.

Subsequently, intangible assets

are amortized on a straight-line basis over their estimated useful lives.

The resulting amortization expense is recognized within depreciation

and amortization on the condensed consolidated statements of operations.

The estimated useful life of used to determine amortization are as follows:

Schedule of Depreciation for equipment and other assets

Customer relationships

Intellectual property

Capitalized intellectual property costs include those acquired in

the asset acquisitions including a propriety drone system.

Property, Plant and Equipment and depreciation

The value of property and equipment that were acquired as part of the Asset

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Subsequent costs are included in the asset’s carrying amount or recognized

as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to VisionWave

and the cost of the item can be measured reliably.

All other repairs and maintenance costs are charged to profit or loss during the financial

period in which they are incurred.

Depreciation and amortization

as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the

Company and the cost of the item can be measured reliably.

All other repairs and maintenance costs are charged to profit or loss during

the financial period in which they are incurred.

Depreciation for equipment and other assets is computed using the straight-line

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useful lives.

Capitalized intellectual property costs include those acquired in the asset

acquisitions including a propriety drone system.

The estimated useful life of used to determine depreciation and amortization

are as follows:

Schedule of Depreciation for equipment and other assets

The estimated useful life of used to determine depreciation are as follows:

Computer and accessories

Intellectual property

An item of property and equipment is derecognized upon disposal or when

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asset within an asset group is not impaired below its estimated fair value.

There were no impairments recorded for the three and six months

ended March 31, 2026 and 2025.

There were no impairments recorded for the three and nine

months ended June 30, 2026 and 2025.

Fair Value of Financial Instruments

The fair value of the Company’s cash, current assets and current

liabilities approximates the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, due to

their short-term nature.

The fair value of the Company’s cash, current assets and current liabilities

approximate the carrying amounts represented in the accompanying unaudited condensed consolidated balance sheets, due to their short-term

Fair value is defined as the price which would be received to sell an asset

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the assets or liabilities.

As of March 31, 2026, other than the convertible notes discussed below,

As of June 30, 2026, other than the convertible notes discussed below,

the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis.

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the extent dilutive.

For the three and six months ended March 31, 2026 and 2025, the Company’s diluted weighted-average shares outstanding

For the three and nine months ended June 30, 2026 and 2025, the Company’s diluted weighted-average shares outstanding

is equal to basic weighted-average shares, due to the Company’s net loss position.

No common stock equivalents were included in

the computation of diluted net loss per unit since such inclusion would have been antidilutive.

At March 31, 2026 and 2025, potentially

the computation of diluted net loss per unit since such inclusion would have been anti-dilutive.

At June 30, 2026 and 2025, potentially

dilutive securities include the public warrants, stock options and the convertible promissory notes.

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of the range of possible loss if determinable and material, is disclosed.

Related party and related-party transactions

Related parties, which can be a corporation or individual, are considered

to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over

the other party in making financial and operating decisions.

Companies are also considered to be related if they are subject to common

control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

Transactions involving related parties cannot be presumed to be carried

out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist.

Representations about

transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to

those that prevail in arm’s-length transactions unless such representations can be substantiated.

It is not, however, practical

to determine the fair value of amounts due to or from related parties due to their related-party nature.

Revenue recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue

from Contracts with Customers (“ASC 606”).

The core principle of the guidance in ASC 606 is that an entity should recognize

revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity

expects to be entitled in exchange for those goods or services.

To achieve the core principle, the Company applied the following five-step

model that requires entities to exercise judgment:

(1) Identify the contracts or agreements with a customer:

The Company’s

revenue is derived from the customer orders evidenced by invoices issued.

Orders placed by customers constitute the Company’s contracts

with customers.

(2) Identifying the performance obligations in the contract or agreement:

The contract with the customer contains a single performance obligation:

delivery of the service to the customer.

(3) Determine the transaction price:

The Company requires a full prepayment from the

customer at a fixed price per unit based on the terms of the invoice with the customer and before the shipment of products.

The transaction

price is the amount that reflects the consideration which the Company expects to receive.

(4) Allocate the transaction price to the separate performance obligations:

All transaction prices are allocated to the single performance obligation.

(5) Recognize revenue as each performance obligation is satisfied:

performance obligation is satisfied when the service is performed.

The Company only applies the five-step model to contracts when it is probable

that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Cost of Revenue

The Company’s cost of revenue is comprised of costs related to its

commercial revenue, including direct costs and indirect costs associated with the offering of its service.

The Company follows the asset and liability method of accounting for income

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There were no unrecognized tax benefits as

of March 31, 2026 and September 30, 2025.

Interest and penalties related to Bannix Acquisition for the three and six months ended March

of June 30, 2026 and September 30, 2025.

Interest and penalties related to Bannix Acquisition for the three and nine months ended June

30, 2026 were $ 24,627 and $ 73,854 , respectively.

There were no interest and penalties related to Bannix Acquisition for

the three and six months ended March 31, 2025.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed

Stock Based Compensation

The Company complies with ASC 718 Compensation — Stock Compensation

regarding shares granted to directors, officers and vendors of the Company by measuring the grant date fair value of the award and recognizing

the resulting expense over the period during which the employee is required to perform service in exchange for the award.

compensation expense is only recognized for awards subject to performance conditions if it is probable that the performance condition

will be achieved.

The Company has elected to account for forfeitures as they occur rather

than estimating expected forfeitures at the grant date.

Accordingly, stock-based compensation expense is adjusted in the period in which

awards are forfeited.

There were no interest and penalties related to Bannix Acquisition for the three and

nine months ended June 30, 2025.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable represent

unconditional rights to consideration arising from the Company’s provision of goods or services to customers.

Accounts receivable

are recorded at the invoiced amount and generally do not bear interest.

The Company presents accounts receivable net of an allowance for

credit losses.

The Company estimates expected credit losses in accordance

with ASC 326, Financial Instruments—Credit Losses .

The allowance for credit losses represents the Company’s estimate

of credit losses expected over the contractual life of its accounts receivable.

The estimate is based on relevant information available

at each reporting date, including historical credit loss experience, the aging and composition of outstanding receivables, customer-specific

credit information, current economic conditions, and reasonable and supportable forecasts of future economic conditions.

Noncontrolling Interests

Noncontrolling interests represent the portion of

the equity of consolidated subsidiaries and VIEs that is not attributable, directly or indirectly, to the Company.

Noncontrolling interests

are reported separately within stockholders’ equity in the consolidated balance sheets, except for redeemable noncontrolling interests

that are required to be presented outside of permanent equity.

The carrying amount of noncontrolling interests is

adjusted for the noncontrolling interest holders’ share of net income or loss, other comprehensive income or loss, capital contributions,

distributions, and other changes in the equity of the consolidated entity.

Net income or loss and each component of other comprehensive

income or loss are attributed to the Company and the noncontrolling interests based on their respective economic interests, including

applicable ownership percentages and any substantive contractual profit-and-loss allocation provisions.

Losses are attributed to noncontrolling

interests even when such attribution results in a deficit noncontrolling interest balance.

Changes in the Company’s ownership interest

in a consolidated subsidiary or VIE that do not result in a loss of control are accounted for as equity transactions.

No gain or loss

is recognized in consolidated net income.

The difference between the consideration paid or received and the adjustment to the carrying

amount of the noncontrolling interest is recognized directly in equity attributable to the Company.

If the Company ceases to be

the primary beneficiary of a VIE or otherwise loses its controlling financial interest, the Company deconsolidates the entity.

Upon deconsolidation,

the Company derecognizes the former subsidiary’s assets, liabilities, and noncontrolling interests, recognizes any retained investment

at fair value, and recognizes the resulting gain or loss in earnings .

Recent Accounting Pronouncements

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automatically converted into one warrant to purchase shares of VW Holdings Common Stock on substantially the same terms and conditions

and each Bannix Right automatically converted into the number of shares of VW Holdings Common Stock that would have been received by the

holder of such Bannix Right if it had been converted upon the consummation of a Business Combination in accordance with Bannix’s

and each Bannix’s Right automatically converted into the number of shares of VW Holdings Common Stock that would have been received

by the holder of such Bannix Right if it had been converted upon the consummation of a Business Combination in accordance with Bannix’s

organizational document and, (b) immediately following the consummation of the Parent Merger but on the same day, Company Merger Sub merged

with and into Target, with Target continuing as the surviving entity (the “Company Merger” and, together with the Parent Merger,

the “Mergers”), as a result of which, (i) Target became a wholly owned subsidiary of VW Holdings, and (ii) each issued and

outstanding security of Target immediately prior to the effective time of the Company Merger (the “Company Merger Effective Time”)

(other than any cancelled Shares or dissenting shares) were no longer be outstanding and were automatically cancelled in exchange for

the issuance to the holder thereof of a substantially equivalent security of VW Holdings.

The Mergers and the other transactions contemplated

by the Merger Agreement are hereinafter referred to as the “Reverse Acquisition.”

with and into Target, with Target continuing as the surviving entity (the “Company Merger”, and, together with the Parent

Merger, the “Mergers”), as a result of which, (i) Target became a wholly owned subsidiary of VW Holdings, and (ii) each issued

and outstanding security of Target immediately prior to the effective time of the Company Merger (the “Company Merger Effective

Time”) (other than any cancelled Shares or dissenting shares) were no longer be outstanding and were automatically cancelled in

exchange for the issuance to the holder thereof of a substantially equivalent security of VW Holdings.

The Mergers and the other transactions

contemplated by the Merger Agreement are hereinafter referred to as the “Reverse Acquisition.”

The Merger Agreement contained representations, warranties and covenants

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The following table reconciles the elements of

the Reverse Acquisition to the consolidated statements of cash flows and the consolidated statement of changes in stockholders’

the Reverse Acquisition to the consolidated statement of cash flows and the consolidated statement of changes in stockholders’ deficit.

Schedule of consolidated statements of cash flows and changes in stockholders deficit

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Prepaid expenses and other current assets consisted of the following as

of March 31, 2026 and September 30, 2025:

of June 30, 2026 and September 30, 2025:

Schedule of Prepaid expenses and other current assets

March 31, 2026

June 30, 2026

September 30, 2025

Insurance premium

Interest receivable

Deposit on asset

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Legal retainer

Other current assets

VAT receivable

Other deposits

Due from underwriters

Note 6 — Equity Method Investment

Note 6 — Investments

Equity Method Investments

On January 26, 2026, the Company entered into a definitive Exchange Agreement

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Upon achievement of the first operational integration milestone, SaverOne

issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for

VisionWave common stock valued at approximately $ 2.74 million.

issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave

common stock valued at approximately $ 2.74 million.

Upon achievement of a commercial or defense pilot milestone, SaverOne issues

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The Exchange Agreement also includes, among other things:

● Board representation rights for VisionWave at

● Registration rights for resale of VisionWave shares of

● Use-of-proceeds covenants tied to RF platform

● Value-protection mechanisms subject to Nasdaq

● Mutual non-competition provisions within the defined

● Board representation rights for

VisionWave at SaverOne

● Registration rights for resale

of VisionWave shares of common stock

● Use-of-proceeds covenants tied

to RF platform development

● Value-protection mechanisms subject

to Nasdaq compliance

● Mutual non-competition provisions

within the defined field of use

The transaction remains subject to milestone certifications, regulatory

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valued at $ 2,723,792 to SaverOne in exchange for 148,584 shares of SaverOne.

During the three months ended March 31, 2026, the Company

purchased an additional 17,569 shares of SaverOne costing $ 49,824 for a shareholding in SaverOne of 22.20% at March 31, 2026.

SaverOne is accounted for as an equity method investment at March 31, 2026,

pursuant to ASC 323.

The Company determined that the value protection mechanism liability has a value of $ 0 at March 31, 2026 as it is

assessed on a stage-by-stage basis and stage 1 did not trigger a liability.

The investment in SaverOne of $ 2,773,616 is included in Equity

method investments on the March 31, 2026 unaudited condensed consolidated balance sheet.

In addition, the Company issued the

corresponding 156,686 to management at the Stage 1 Closing pursuant to Schedule 1.7 of the January 26, 2026 Agreement, including the

applicable portion of the $3 million pool (39.1877%).The total fair value of the shares of $ 1,167,311

at issuance date was included in stock based compensation on the accompanying unaudited condensed consolidated statements of

At the close of stage 2 and 3 of the agreement, the Company

issued 945,251 shares valued $4,206,367 to SaverOne in exchange for 728,060 shares of SaverOne.

Pursuant to the June 22, 2026 Assignment

Agreement with Adrian Holdings S.R.L., a Costa Rican company (“Adrian”), the Company issued notice of assignment and irrevocable

delivery direction issued to SaverOne to transfer 343,610 of the 876,644 shares to Adrian for repayment on Note (See Note 14).

During the nine months ended June 30, 2026, the

Company purchased an additional 181,055

shares of SaverOne costing $644,528.

At June 30, 2026, the Company has an ownership interest of approximately 41.5% in SaverOne

which represents 714,089 SaverOne shares.

At June 30, 2026, the Company determined that approximately

195,591 additional shares of the Company with fair value of $ 841,041 are issuable to SaverOne under the value protection mechanism.

The shares were not issued at June 30, 2026.

SaverOne is accounted for as an equity method investment at June 30, 2026, pursuant

to ASC 323 Investments—Equity Method and Joint Ventures.

The investment in SaverOne of $ 6,430,524 is included in Equity method investments

on the June 30, 2026 unaudited condensed consolidated balance sheet.

As of June 30, 2026, the Company did not account for the share of

profit or losses of SaverOne due to unavailability of relevant financial information.

As of June 30, 2026, there were no indication of

impairment on this investment.

In addition, the Company issued the corresponding

543,072 shares to management at the Stage 1-3 Closing pursuant to Schedule 1.7 of the January 26, 2026 Agreement, including the applicable

portion of the $3 million pool (39.1877%).

At June 30, 2026, the Company determined that approximately 83,825 additional shares of the

Company with fair value of $ 360,448 are issuable to management under the value protection mechanism.

The shares were not issued at June

The total fair value of the shares of $2,892,159, $360,448 shares payable under the value protection mechanism at issuance date

and $ 100,000 in shares payable awaiting finalizing of administrative processes were included in stock-based compensation on the accompanying

unaudited condensed consolidated statements of operations.

Joint Venture

On January 9, 2026, the Company entered into a Strategic Joint Venture

Agreement (the “JV Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp.

(“TOKENIZE”), and GBT

Technologies, Inc.

The parties agreed to form a Nevada limited liability company (the “JV LLC”) to develop,

commercialize, and manage designated electronic design automation (EDA), defense, and high-security technology projects.

Capital Contributions and Valuation To fund

and resource the JV LLC, the parties agreed to specific capital and asset contributions.

TOKENIZE will contribute its intellectual property

portfolio along with 897,102 shares of the Company’s common stock for 22.04% ownership of the JV, and GBT will contribute 2,020,500

shares of the Company’s common stock for 2.264% ownership of the JV.

BOCA will contribute the designated projects and provide non-exclusive

licenses granting the JV LLC rights to use certain background intellectual property solely for the designated projects for 37.848% ownership

The Company will provide non-exclusive licenses granting the JV LLC rights to use certain background intellectual property

solely for the designated projects for 37.848% ownership of the JV.

All contributions of the Company’s securities are subject to compliance

with applicable securities laws and Nasdaq Listing Rules, including any requisite shareholder approval.

To facilitate the negotiation

of equity ownership percentages, the parties utilized an internal reference value of $1.0 billion.

The Company explicitly notes that this

internal value is not a statement of the JV LLC’s actual fair market value, was reached without an independent third-party valuation,

and should not be relied upon as an indication of value for the JV LLC, its assets, or the Company’s interest therein.

The JV LLC will be governed by

a three-member board, with specific governance and deadlock resolution mechanisms to be established in a separate operating agreement.

TOKENIZE and GBT will not participate in the management or governance of the JV LLC.

Additionally, the JV Agreement permits the Company

to appoint a director to BOCA’s board;

any reciprocal appointment of a BOCA designee to the Company’s board remains subject

to approval by the Company’s independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval.

Company has appointed its CEO as the Managing Member of the JV.

Intellectual Property, Term, and Termination:

Any intellectual property

developed by the JV LLC (“Foreground IP”) will be wholly owned by the JV LLC, while each party retains ownership of its independently

developed background IP.

The JV Agreement has an initial term of seven years and contains customary termination rights, including if required

regulatory approvals (e.g., CFIUS or export controls) are denied.

Furthermore, if no designated project generates revenue within twelve

months following the formation of the JV LLC, the JV Agreement may be terminated, and contributed consideration may be returned, subject

to board-level fiduciary determinations.

The transaction was closed on April 1, 2026.

As of June 30, 2026, the JV LLC, a variable interest

entity consolidated by the Company, held 2,917,602 shares of the Company's common stock.

These shares were contributed to the JV LLC by

GBT Tokenize Corp.

and GBT Technologies, Inc.

in connection with the JV LLC's formation and are presented as treasury stock within the

Company's consolidated statement of stockholders' equity.

These shares are excluded from the weighted-average shares used in the Company's

computation of basic and diluted earnings per share.

No gain or loss is recognized

in the Company's consolidated statements of operations from changes in the fair value of these shares, consistent with the Company's policy

of not recognizing gains or losses on transactions or remeasurements involving its own equity securities.

These shares remain subject to transfer restrictions under the Strategic Joint Venture Agreement dated January 9,

2026 (the “JV Agreement”), pursuant to which they may not be sold, assigned, transferred, pledged, hypothecated, encumbered,

or otherwise disposed of without the prior written consent of the other party to the JV Agreement, subject to limited permitted-transfer

The JV Agreement does not specify a fixed expiration date for this restriction .

VWave Boca JV, LLC is a VIE for which the Company

has determined that it is the primary beneficiary as it has the power to direct significant activities and obligations to absorb losses

or right to receive benefits and therefore consolidates the JV and records non-controlling interest.

The Company contributed access by license in its intellectual property

with a carrying value of zero in exchange for its investment in VWave Boca JV, LLC.

The Company’s shares of common stock contributed

by the other members have been accounted for as treasury stock.

The Company’s share of the income (loss) reported by the JV are

consolidated in the accompanying condensed consolidated statements of operations.

On April 1, 2026, the acquisition date, total treasury

stock at cost was $ 16,513,627 , non-controlling interest of other members was $10,263,550 and additional paid in capital related to the

treasury stock was $ 6,250,078 .

Investment in VWAV BOCA JV

LLC — Restricted Shares and Contingent Termination

As of June 30, 2026, VWAV BOCA

JV LLC (the “JV LLC”) held 2,917,602 shares of the Company's common stock, contributed by GBT Tokenize Corp.

and GBT Technologies,

(“Tokenize” and “GBT”) in connection with the JV LLC's formation.

These shares may not be sold, assigned,

transferred, pledged, hypothecated, encumbered, or otherwise disposed of by the JV LLC without the prior written consent of the other

party to the Strategic Joint Venture Agreement dated January 9, 2026 (the “JV Agreement”), subject to limited permitted-transfer

The JV Agreement does not specify a fixed expiration date for this restriction.

The JV Agreement further provides

that if no Designated Project generates revenue prior to April 1, 2027, the JV Agreement may be terminated, in which case the consideration

contributed by each party, including the shares described above, would be returned to its original contributor (Tokenize and GBT, in the

case of these shares) without compensation.

This termination right is exercisable only upon mutual written agreement of BOCA and the Company,

or by the Company if its board of directors determines in good faith that continuation would violate its fiduciary duties to shareholders;

it is not automatic.

As of June 30, 2026, no designated project had generated revenue.

If this termination right were exercised, the Company

would derecognize its interest in the JV LLC and account for the effects of the JV's dissolution in the period of termination.

No gain or loss has been recognized by the Company related to changes in

the fair value of the shares described above, as such shares represent the Company's own equity securities.

Other Investments

T3 Defense Inc.

(“DFNS”) share swap

May 17, 2026, the Company entered into a Share Exchange and Swap Agreement (the “Agreement”) with T3 Defense Inc.

(“DFNS”), a Nasdaq-listed company.

Pursuant to the Agreement, the Company agreed to issue and deliver to DFNS 475,492

newly issued shares of the Company’s common stock (the “VWAV Exchange Shares”).

In exchange, DFNS to issue to the

Company 6,000,000 newly issued shares of DFNS common stock.

On May 8, 2026, the Company issued 475,590 shares to DFNS and received

6,000,000 shares of DFNS representing 9.96% ownership of DFNS.

At June 30, 2026, fair value of the investment in DFNS of $1,026,000

is recorded in other investments on the unaudited condensed consolidated balance sheet.

For the three and nine months ended June 30,

2026, a loss on the investment of $1,632,548 is included in change in fair value of other investments on the unaudited condensed

consolidated statements of operations.

Note 7 — Note Receivable

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any contemplated transaction is completed.

At March 31, 2026, total advances to C.M.

At June 30, 2026, total advances to C.M.

Composite Materials Ltd.

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of the Target Company (including accounts, inventory, equipment, general intangibles, intellectual property, and proceeds thereof).

During the three months ended March 31, 2026, the Company advanced to the

Target a total of $ 2,378,000 which is included in note receivable at March 31, 2026 on the unaudited condensed consolidated balance sheets.

For the three and six months ended March 31, 2026, interest income of $ 13,851 and $ 0 is accrued and included in interest income on the

During the nine months ended June 30, 2026, the Company advanced to the

Target a total of $ 4,532,306 which is included in note receivable at June 30, 2026 on the unaudited condensed consolidated balance sheets.

For the three and nine months ended June 30, 2026, interest income of $ 93,970 and $ 107,821 is accrued and included in interest income

on the unaudited condensed consolidated statements of operations.

VisionWave Israel advances

On June 30, 2026, the VisionWave Israel advanced VIP

Lux Travel Ltd.

NIS 500,000 (approximately $169,036) to finance working capital and general corporate purposes.

The advance is due

On July 9, 2026, VisionWave Israel Ltd.

a loan agreement with VIP Lux Travel Ltd.

pursuant to which the Company advanced an additional loan of NIS 1.0 million to a previous NIS

0.1 million advanced early July, which, together with an existing advance was consolidated into a single loan with an aggregate principal

balance of NIS 1.1 million.

The proceeds of the additional borrowing are intended to finance working capital and general corporate purposes.

The consolidated loan bears interest at a fixed annual rate of 6.0% and

is payable in accordance with an agreed amortization schedule consisting of periodic principal and interest payments through the contractual

maturity date of February 1, 2027.

Total contractual interest payable over the remaining term of the loan is approximately NIS 19,250.

The loan may be prepaid in accordance with the terms of the agreement.

The loan is secured by a first-priority mortgage on a residential property

owned by a third-party guarantor, together with related security interests and customary remedies upon an event of default.

default include, among other things, payment defaults, insolvency events, certain judgments or liens, breaches of the loan or security

agreements, and other customary default provisions, any of which may permit the lender to accelerate all amounts outstanding.

In July 2026, VIP Lux filed for bankruptcy.

assessed the receivable from VIP Lux and determined a 100% credit loss on the outstanding balance at June 30, 2026.

For the three and

nine months ended June 30, 2026 and 2025, the allowance for doubtful notes was included in general and administrative expenses on the

unaudited condensed consolidated statements of operations.

Note 8 — Property and Equipment, Net

Property and equipment, net consisted of the following at March 31, 2026

The following table summarizes the Company’s notes receivable as

of June 30, 2026:

Schedule of notes receivable

Composite Materials Ltd

Side Letter Agreement – C.M, Giza and Mati

Notes Receivable

Note 8 — Property, Plant and Equipment, Net

Property and equipment, net consisted of the following at June 30, 2026

and September 30, 2025:

Schedule of Property and equipment

March 31, 2026

June 30, 2026

September 30, 2025

Computer Equipment

Computer and accessories

Accumulated depreciation

Net book value

Depreciation expense was $ 5,360 and $ 0 for the three months ended March

31, 2026 and 2025, respectively, and $ 7,342 and $ 0 for the six months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and September 30, 2025, $ 360,000 and $ 0 deposit on

boat purchase is included in other non-current assets on the accompanying unaudited condensed consolidated balance sheets.

Depreciation expense was $ 13,774

for the three months ended June 30, 2026 and 2025, respectively, and $ 21,116

for the nine months ended June 30, 2026 and 2025, respectively.

At June 30, 2026 and September 30, 2025, $ 360,000 and $ 0 deposit, respectively,

on boat purchase is included in other non-current assets on the accompanying unaudited condensed consolidated balance sheets.

Note 9 — Acquisition of Junko Solar Ltd

On March 11, 2026, SolarDrone entered into a Consulting and Share Purchase

Agreement (the “Junko 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 Junko Agreement, SolarDrone agreed to acquire 51% of the issued

and outstanding shares of Junko Solar Ltd.

(the “Junko 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 .

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.

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.

The transaction was closed on April 1,

2026 and was accounted for as a business combination under ASC 805.

Purchase Price Allocation

The preliminary allocation of the purchase price to the identifiable assets

acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:

of estimated fair values at the acquisition date

Consideration paid

% of Junk acquired

Total fair value of Junko’s net assets

Assets Acquired:

Accounts receivable

Other receivables

Property & equipment

Customer relationships

Total Assets Acquired

Liabilities Assumed:

Accounts and other payables

Related party payable

Deferred tax liability

Total liability assumed

Net asset acquired

The purchase price allocation remains preliminary and subject to adjustment

during the measurement period, which extends through one year after the acquisition date.

During the measurement period, the Company may

record adjustments to the provisional amounts recognized for assets acquired and liabilities assumed based on additional information obtained

about facts and circumstances that existed as of the acquisition date.

The excess of the fair value of the consideration transferred over the

fair value of the identifiable net assets acquired was recorded as goodwill of $ 592,000 at April 1, 2026 in the condensed consolidated

balance sheets.

The goodwill recognized is primarily attributable to expected synergies from integrating SolarDrone’s operations

with the Company’s.

At acquisition date, $196,000 of the fair value of identifiable net assets of Junko was allocated to non - controlling

All intangible assets acquired are subject to amortization and their associated

estimated acquisition date fair values are as follows:

of amortization and their associated

estimated acquisition date fair values

Intangible assets

Estimated useful life

Acquisition date fair value

Customer relationships

The consolidated financial statements of the Company include the results

of operations of Junko from April 1, 2026 through June 30, 2026 and do not include results of operations for periods prior to April 1,

The results of operations of Junko from April 1, 2026 to June 30, 2026 included total expenses and a net loss of $ 89,525 of which $ 45,658 is attributable to the Company and $ 43,867 to non-controlling

Note 10 — Asset Acquisitions

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average price (“VWAP”) of the Company’s common stock for the five Trading Day period immediately preceding the date

of effectiveness of the registration statement registering the resale of the Company Shares is less than $12.00 per share, Pre-Funded

of effectiveness of the registration statement registering the resale of the Company Shares is less than $12.00 per share, the Pre-Funded

Common Stock Purchase Warrants (the “Pre-Funded Warrants”) to purchase a number of additional shares of the Company’s

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The Company has determined that the value

of these contingent Warrant Shares was $0 at acquisition date and March 31, 2026.

of these contingent Warrant Shares was $0 at acquisition date and June 30, 2026.

In July 2026, the Company determined that an additional 3,875,000 Pre-Funded

Warrant is payable BladeRanger following effectiveness of the registration statement registering the resale of the Company Shares.

The Company evaluated this acquisition under ASC 805, Business Combinations.

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acquired and the liabilities assumed:

of fair value of the assets acquired and the liabilities assumed

Amounts Recognized as of

Acquisition Date

Schedule of fair value of the assets acquired and the liabilities assumed

Amounts Recognized as of Acquisition Date

Total Consideration

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to acquire all right, title, and interest in specific intellectual property assets related to QuantumSpeed

The acquired assets will be assigned to QuantumSpeed Inc., a wholly-owned subsidiary of the Company.

The aggregate consideration for the intellectual property consists of a

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the Company issued 3,000,000 shares of common stock valued at $ 28,710,000 and executed the $10 million Adrian Note.

The issuance of the remaining 7,000,000

shares with a fair value of $ 66,900,000 is contingent upon receiving shareholder approval, as required by Nasdaq listing rules.

Company is obligated to use commercially reasonable efforts to obtain this approval no later than nine months following the closing

The 7,000,000 shares were accounted for as equity and included in shares to be issued in asset acquisition on the accompanying

unaudited condensed consolidated statements of changes in equity (deficit).

The issuance of the remaining 7,000,000 shares with a fair value of $ 66,900,000

is contingent upon receiving shareholder approval, as required by Nasdaq listing rules.

The Company is obligated to use commercially reasonable

efforts to obtain this approval no later than nine months following the closing date.

The 7,000,000 shares were accounted for as equity

and included in shares to be issued in asset acquisition on the accompanying unaudited condensed consolidated statements of changes in

equity (deficit).

If shareholder approval is not obtained within the nine-month period, the

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The following table summarizes the acquisition date fair value of the asset

Schedule of summarizes the acquisition date fair value

Amounts Recognized as of Acquisition Date

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Asset acquired

Note 10 — Intangible Assets

On April 10, 2026, the Company entered into an Asset Purchase Agreement

with Dream America Marketing Services, Ltda.

to acquire all right, title, and interest in certain intellectual property assets related

to xClibre technology.

The acquired assets consist solely of intellectual property.

In consideration for the assigned intellectual property, the Company agreed

to provide aggregate consideration consisting of up to 7,000,000 shares of the Company’s common stock and a $6,000,000 promissory

At the closing of the transaction, the Company issued 3,500,000 shares of common stock and executed the $ 6,000,000 promissory note.

The issuance of the remaining 3,500,000 contingent shares is subject to

obtaining satisfactory proof-of-concept results and Nasdaq Shareholder Approval.

The Company has agreed to use commercially reasonable

efforts to obtain this proof-of-concept approval no later than nine months following the closing date.

The proof-of-concept was obtained

in April 2026.

On April 10, 2026, the transactions contemplated by the Agreement were

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.

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 Company evaluated this acquisition under ASC 805, Business Combinations.

ASC 805 requires that an acquirer determine whether it has acquired a business.

If the criteria of ASC 805 are met, a transaction would

be accounted for as a business combination and the purchase price is allocated to the respective net assets and liabilities assumed based

on their fair values and a determination is made whether any goodwill results from the transaction.

The Company concluded that the acquired

asset did not meet the US GAAP definition of a business as substantially all of the fair value of the gross assets acquired are concentrated

in a single identifiable asset and consequently accounted for the purchase as an asset acquisition.

The Company allocated the total consideration

transferred on the date of the acquisition to the single intellectual property acquired on a relative fair value basis.

The following table summarizes the acquisition date fair value of the asset

Schedule of summarizes the acquisition date fair value of the asset

Amounts Recognized as of Acquisition Date

Total Consideration

Cost related to acquisition

Fair value of the asset

Intellectual Property (xClibre)

Asset acquired

Note 11 — Goodwill and Other Intangible Assets

As of June 30, 2026, the carrying amount of goodwill was $ 592,000 (See

There was no impairment of goodwill for the three and nine months ended June 30, 2026.

Other Intangible Assets

As noted in Notes 10, on December 15, 2025 and January 5, 2026, the Company

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phase, where core mathematical, algorithmic, and architectural principles have been defined and validated at a prototype level.

At acquisition dates, the fair value of Solar Drone intellectual property

was $ 14,029,591 and the fair value of QuantumSpeed intellectual property was $ 105,700,000 .

The Company also acquired intellectual property xClibre from Dream America

(See Note 10).

At acquisition dates, the fair value of intellectual property are as follows:

Schedule of fair value of intellectual property

Estimated Useful Life (years)

March 31, 2026

September 30, 2025

Intellectual Property

Accumulated amortization

Net book value

Amortization of the intangible asset during the three and six months ended

March 31, 2026 was $ 5,696,891 and $ 5,813,804 , respectively, and there were no amortization during the three and six months ended March

Acquisition date fair value

The following table summarized intangible assets of the Company:

Schedule of fair value of intellectual property

Useful Life (years)

$ 173,329,591

( 14,154,373 )

$ 159,265,218

Amortization of the intangible asset during the three and nine months ended

June 30, 2026 was $ 8,340,569 and $ 14,154,373 , respectively, and there were no amortization charges during the three and nine months ended

June 30, 2025.

The future amortization of the intangible asset is as follows:

5 unchanged sentences

Accounts payable and accrued liabilities consist of the following as of

March 31, 2026 and September 30, 2025:

June 30, 2026 and September 30, 2025:

Schedule of Accounts payable and accrued liabilities

March 31, 2026

June 30, 2026

September 30, 2025

26 unchanged sentences

The notice generally provides that if a publicly traded U.S.

completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same

completely liquidates and dissolves, distributions to such complete liquidation and other distributions by such corporation in the same

taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

1 unchanged sentence

application and operation with respect to SPACs) remain unclear and such interim operating rules are subject to change.

Because the application of this excise tax is not entirely clear, any redemption

or other repurchase effected by the Company, in connection with a Business Combination, extension vote or otherwise, may be subject to

this excise tax.

Because any such excise tax would be payable by the Company and not by the redeeming holders, it could cause a reduction

in the value of the Company’s Class A common stock, cash available with which to effectuate a Business Combination or cash available

for distribution in a subsequent liquidation.

Whether and to what extent the Company would be subject to the excise tax in connection

with a Business Combination

will depend on a number of factors, including (i) the structure of the Business Combination, (ii) the fair

market value of the redemptions and repurchases in connection with the Business Combination, (iii) the nature and amount of any “PIPE”

or other equity issuances in connection with the Business Combination (or any other equity issuances within the same taxable year of the

Business Combination) and (iv) the content of any subsequent regulations, clarifications, and other guidance issued by the Treasury.

the application of the excise tax in respect of distributions pursuant to a liquidation of a publicly traded U.S.

corporation is uncertain

and has not been addressed by the Treasury in regulations, and it is possible that the proceeds held in the Trust Account could be used

to pay any excise tax owed by the Company in the event the Company is unable to complete a Business Combination in the required time and

redeem 100% of the remaining Class A common stock in accordance with the Company’s amended and restated certificate of incorporation,

in which case the amount that would otherwise be received by the public stockholders in connection with the Company’s liquidation

would be reduced.

Any redemption or other repurchase that occurs after December 31, 2022,

Because the application of this excise tax is not

entirely clear, any redemption or other repurchase effected by the Company, in connection with a Business Combination, extension vote

or otherwise, may be subject to this excise tax.

Consequently, any redemption or other repurchase that occurs after December 31, 2022,

in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax.

23 unchanged sentences

For the three

months ended March 31, 2026 and 2025, $ 26,207 and $ 0 , respectively of interest and penalties is estimated on the excise tax balance and

months ended June 30, 2026 and 2025, $ 26,383 and $ 0 , respectively of interest and penalties is estimated on the excise tax balance and

included in general and administrative expenses on the unaudited condensed consolidated statements of operations.

For the six months ended

March 31, 2026 and 2025, $ 59,821 and $ 0 , respectively, of interest and penalties is estimated on the excise tax balance and included in

general and administrative expenses on the unaudited condensed consolidated statements of operations.

As of March 31, 2026 and September

For the nine months

ended June 30, 2026 and 2025, $ 86,204 and $ 0 , respectively, of interest and penalties is estimated on the excise tax balance and included

in general and administrative expenses on the unaudited condensed consolidated statements of operations.

As of June 30, 2026 and September

30, 2025, $ 1,029,244 and $ 943,039 of excise tax liabilities, respectively, inclusive of interest and penalties is recorded in the unaudited

condensed consolidated balance sheets.

Management believes that the federal stock repurchase excise tax does not

apply to the Company’s business combination based on the specific facts and circumstances of the transaction.

However, because the

application of the excise tax to de-SPAC transactions remains subject to interpretation and uncertainty, the Company has continued to

recognize the related liability, including estimated interest and penalties, in its financial statements pending final resolution of its

accounting assessment.

Note 14 — Promissory Notes

The following table presents promissory Note balances at June 30, 2026

and September 30, 2025.

June 30, 2026

September 30, 2025

Evie Autonomous Extension Notes

YA II PN Letter Agreement

Evie Autonomous LTD

8 unchanged sentences

balance of $ 1,003,995 was assumed at the close of the Reverse Acquisition.

As of March 31, 2026 and September 30, 2025, the balance of

As of June 30, 2026 and September 30, 2025, the balance of

$ 1,003,995 , owing to Evie is reported as promissory notes – Evie on the accompanying unaudited condensed consolidated balance sheets.

40 unchanged sentences

was filed on April 16, 2026.

Total debt issuance cost of $ 10,411,665

includes the $3,000,000 OID, $ 25,000

legal fees and $ 6,986,665

warrants value at issuance date and $400,000 payment premium.

Debt issuance cost is amortized over the term of the Note using

the effective interest rate method.

During the three months ended March 31, 2026, $ 780,461

was repaid on the YA II PN Note.

For the three months and six months ended March 31, 2026, total amortized debt issuance

cost of $ 1,727,334

and $ 1,727,334

was included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

At March 31, 2026

and September 30, 2025, the balance of the YA II PN Notes of $10,935,208 and $0, respectively, recorded in promissory notes - YA II PN

on the accompanying unaudited condensed consolidated balance sheets, includes $8,684,331 and $0, respectively of unamortized debt issuance

Total debt issuance cost of $ 10,411,665 includes the $3,000,000 OID, $ 25,000

legal fees and $ 6,986,665 warrants value at issuance date and $400,000 payment premium.

Debt issuance cost is amortized over the term

of the Note using the effective interest rate method.

During the three and nine months ended June 30, 2026, $ 8,779,809 and $ 9,560,270 ,

respectively, was repaid on the YA II PN Note.

For the three months and nine months ended June 30, 2026, total amortized debt issuance

cost of $ 4,606,282 and $ 6,333,616 was included in interest expense on the accompanying unaudited condensed consolidated statements of

At June 30, 2026 and September 30, 2025, the balance of the YA II PN Notes of $ 6,761,681 and $0, respectively, recorded in

promissory notes - YA II PN on the accompanying unaudited condensed consolidated balance sheets, includes $ 4,078,049 and $ 0 , respectively

of unamortized debt issuance cost.

As stated in Note 10, on January 5, 2026, the Company issued a $10 million

4 unchanged sentences

For the three

and six months ended March 31, 2026 and 2025, interest expense of $ 279,452 on the Adrian Note is included in interest expense on the accompanying

unaudited condensed consolidated statements of operations.

At March 31, 2026, the balance of the Adrian Note of $ 10,000,000 is included

in loan payable on the accompanying unaudited condensed consolidated balance sheet.

and nine months ended June 30, 2026, pursuant to the June 22, 2026 assignment of exchange rights, joinder and partial satisfaction of

note agreement (the “Assignment Agreement”) with Adrian, and the notice of assignment and irrevocable delivery direction to

SaverOne, 343,610 of the 876,644 were issued to Adrian for repayment on Note at an agreed upon value of $ 1,432,509 was applied to the

Since the fair value of the shares and the agreed upon value differed at the time of transfer, the Company recognized a loss on

disposal of the shares of $ 552,697 which is included in loss on disposal of investments on the accompanying unaudited condensed consolidated

statements of income.

For the three and nine months ended June 30, 2026 and 2025, interest expense

of $ 285,074 and $ 564,526 , respectively, on the Adrian Note is included in interest expense on the accompanying unaudited condensed consolidated

statements of operations.

At June 30, 2026, the balance of the Adrian Note of $ 8,567,491 is included in promissory notes on the accompanying

unaudited condensed consolidated balance sheet.

As stated in Note 10, on April 10, 2026, the Company issued a $6 million

promissory note pursuant to the Asset Purchase Agreement with Dream America Marketing Services, Ltda (the “Dream Note”).

loan accrues interest at a rate of 12% per annum with a 1% reduction in the interest rate for every $1,000,000 of payment.

The loan matures

on April 10, 2027.

For the three and nine months ended June 30, 2026 and 2025, interest expense of $ 159,781 on the Dream Note is included

in interest expense on the accompanying unaudited condensed consolidated statements of operations.

At June 30, 2026, the balance of the

Dream Note of $ 6,000,000 is included in promissory notes on the accompanying unaudited condensed consolidated balance sheet.

Note 15 — Loan Payable

May 8, 2023, Junko entered into a loan agreement (the “May 2023 Loan”) with an original principal amount of NIS 100,000.

At the close of the business combination with Junko, the Company acquired $6,887 of the loan balance.

The loan bears interest at a

variable rate based on the Israeli prime rate plus an applicable margin (8.23% as of June 30, 2026) and matures on September 30,

Principal and interest are payable in monthly installments.

During the three and nine months ended June 30, 2026, interest on

the May 2023 Loan of $142 is accrued and included in interest expenses on the unaudited condensed consolidated statements of

At June 30, 2026, the outstanding principal balance of $6,642 as of June 30, 2026 is included on loan payable on the

accompanying unaudited condensed consolidated balance sheets.

On November 9, 2023, Junko entered into a loan agreement (the “November

2023 Loan”) with an original principal amount of NIS 100,000.

At the close of the business combination with Junko, the Company acquired

$12,755 of the loan balance.

The loan bears interest at a variable rate based on the Israeli prime rate plus an applicable margin (8.23%

as of June 30, 2026) and matures on March 20, 2027.

Principal and interest are payable in monthly installments.

During the three and nine

months ended June 30, 2026, interest on the November 2023 Loan of $152 is accrued and included in interest expenses on the condensed consolidated

statements of operations.

At June 30, 2026, the outstanding principal balance of $10,168 as of June 30, 2026 is included on loan payable

on the unaudited condensed consolidated balance sheets.

January 30, 2025, Junko entered into a loan agreement (the “January 2025 Loan”) with an original principal amount of NIS

At the close of the business combination with Junko, the Company acquired $191,740 of the loan balance.

The loan bears

interest at a variable rate based on the Israeli prime rate plus an applicable margin (7.81% as of June 30, 2026) and matures on

January 20, 2031.

Principal and interest are payable in monthly installments.

During the three and nine months ended June 30, 2026,

interest on the January 2025 Loan of $3,864 is accrued and included in interest expenses on the unaudited condensed consolidated

statements of operations.

At June 30, 2026, the outstanding principal balance of $190,942 as of June 30, 2026 is included on loan

payable on the unaudited condensed consolidated balance sheets.

March 11, 2025, Junko entered into a loan agreement (the “March 2026 Loan”) with an original principal amount of NIS

At the close of the business combination with Junko, the Company acquired $11,809 of the loan balance.

The loan bears

interest at a variable rate based on the Israeli prime rate plus an applicable margin (7.6% as of June 30, 2026) and matures on July

Principal and interest are payable in monthly installments.

During the three and nine months ended June 30, 2026, interest

on the March 2026 loan of $228 is accrued and included in interest expenses on the unaudited condensed consolidated statements of

At June 30, 2026, the outstanding principal balance of $10,251 as of June 30, 2026 is included on loan payable on the

unaudited condensed consolidated balance sheets.

February 22, 2026, Junko entered into a loan agreement (the “February 2026 Loan”) with an original principal amount of

At the close of the business combination with Junko, the Company acquired $29,883 of the loan balance.

The loan bears

interest at a variable rate based on the Israeli prime rate plus an applicable margin (8.2% as of June 30, 2026) and matures on

February 15, 2031.

Principal and interest are payable in monthly installments.

During the three and nine months ended June 30, 2026,

interest on the February 2026 loan of $673 is accrued and included in interest expenses on the unaudited condensed consolidated

statements of operations.

At June 30, 2026, the outstanding principal balance of $30,244 as of June 30, 2026 is included on loan

payable on the unaudited condensed consolidated balance sheets.

April 6, 2026, Junko entered into a loan agreement (the “April 2026 Loan”) with an original principal amount of NIS

The loan bears interest at a variable rate based on the Israeli prime rate plus an applicable margin (7.5% as of June 30,

2026) and matures on October 20, 2026.

Principal and interest are payable in monthly installments.

During the three and nine months

ended June 30, 2026, interest on the April 2026 loan of $1,068 is accrued and included in interest expenses on the unaudited

condensed consolidated statements of operations.

At June 30, 2026, the outstanding principal balance of $44,936 as of June 30, 2026

is included on loan payable on the unaudited condensed consolidated balance sheets.

The following table summarizes loan balances at June 30, 2026 and September

Schedule of summarizes loan balances

June 30, 2026

September 30, 2026

November 2023

February 2026

Short term portion

Long term portion

Note 16 — Warrants

26 unchanged sentences

at the close of the Reverse Acquisition.

The following table summarizes the related party balances as of March 31, 2026, and September

The following table summarizes the related party balances as of June 30, 2026, and September

Schedule of Due to Related Parties

March 31, 2026

June 30, 2026

September 30, 2025

19 unchanged sentences

(4) VisionWave Technologies related party transactions

Stanley Hills, LLC, a corporation wholly owned by Anat Attia, paid the entire company

expenses for VisionWave Technologies Inc., as well as funded the Company’s bank and brokerage accounts, on behalf of the Company.

On April 8, 2025, with an effective date of March 31, 2025 and as amended on May 20, 2026, the Company entered into a Funding Support

Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal shareholder of VisionWave Technologies.

Pursuant to the

agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the

working capital needs through February 17, 2027.

The funding may be provided by Stanley Hills in the form of direct payments to third

parties, advances or intercompany loans, or capital contributions, as mutually determined by the parties.

Unless otherwise agreed in writing,

any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors, and only to the

extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern.

The agreement may not

be terminated by Stanley Hills prior to the twelve-month period from the date of release of the financial statement.

Stanley Hills, LLC, a corporation wholly owned by

Anat Attia, paid the entire company expenses for VisionWave Technologies Inc., as well as funded the Company’s bank and brokerage

accounts, on behalf of the Company.

On April 8, 2025, with an effective date of March 31, 2025 and as amended on July 28, 2026, the Company

entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), the principal shareholder of VisionWave

Technologies.

Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company,

sufficient to fund the working capital needs through August 28, 2027.

The funding may be provided by Stanley Hills in the form of direct

payments to third parties, advances or intercompany loans, or capital contributions, as mutually determined by the parties.

Unless otherwise

agreed in writing, any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors,

and only to the extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern.

The agreement

may not be terminated by Stanley Hills prior to the twelve-month period from the date of release of the financial statement.

On January 19, 2026, the Company and Yorkville Advisors amended the SEPA

to provide that the prepaid advance would no longer constitute an advance under the SEPA but instead be evidenced by stand-alone promissory

During the three and six month ended March 31, 2026, Stanley Hills provided funding of $ 500,000 to the Company.

During the three

and six months ended March 31, 2026, the Company made a partial payment of $ 500,000 to Stanley Hills, LLC, respectively;

agreement remains in effect and was not amended, and Yorkville Advisors has not delivered any notice of default under the SEPA or the

related promissory notes.

During the three and six months ended March 31, 2026, a total of $ 500,000

and $ 270,000 was repaid on the Stanley Hill and Anat Attia balances, respectively.

During the three and six months ended March 31, 2026,

Anat Attia paid $ 81,824 of expenses on behalf of the Company and advanced the Company $100,000.

As of March 31, 2026 and September 30,

2025, the balance of $785,252 owing to Stanley Hills, LLC is included in due to related parties on the unaudited condensed consolidated

balance sheets.

As of March 31, 2026 and September 30, 2025, the balance of $ 251,104 and $ 335,280 , respectively, owing to Anat Attia is

included in due to related parties on the unaudited condensed consolidated balance sheets.

During the three and nine months ended June 30, 2026, Stanley Hills provided funding of $ 0 and $ 500,000 to the Company, respectively.

During the three and nine months ended June 30, 2026, the Company made a partial payment of $ 0 and $ 500,000 to Stanley Hills, LLC, respectively;

the deferral agreement remains in effect and was not amended, and Yorkville Advisors has not delivered any notice of default under the

SEPA or the related promissory notes.

During the nine months ended June 30, 2026, a total of $ 500,000 and $ 270,000

was repaid on the Stanley Hill and Anat Attia balances, respectively.

During the three and nine months ended June 30, 2026, Anat Attia

paid $ 728 and $ 82,552 of expenses on behalf of the Company and advanced the Company $0 and $100,000, respectively.

As of June 30, 2026

and September 30, 2025, the balance of $785,252 owing to Stanley Hills, LLC is included in due to related parties on the unaudited condensed

consolidated balance sheets, respectively.

As of June 30, 2026 and September 30, 2025, the balance of $ 251,832 and $ 335,280 , respectively,

owing to Anat Attia is included in due to related parties on the unaudited condensed consolidated balance sheets.

During the three and nine months ended June 30, 2026,

an affiliate of Stanley Hills, paid $ 258,000 of operating expenses on behalf of the Company.

The balance of $ 258,000 at June 30, 2026

is due on demand and included in due to related parties on the unaudited condensed consolidated balance sheets.

Due from related party

1 unchanged sentence

compensation $ 120,000 to the Executive Chairman and acting CEO.

For the three and six months ended March 31, 2026, the Company advanced

For the three and nine months ended June 30, 2026, the Company advanced

to that executive an additional $0 and $27,500 against compensation, respectively.

As of March 31, 2026 and September 30, 2025, $ 147,500

As of June 30, 2026 and September 30, 2025, $ 147,500

and $ 120,000 is advanced against compensation to the executive Chairman and acting CEO and reported in due from related party balance

24 unchanged sentences

to the July 2025 Notes closed and funded on July 17, 2025.

During the three and six months ended March 31, 2026, the Company repaid

$ 147,644 and $ 297,528 , respectively on the July 2025 Notes.

For the three months ended March 31, 2026 and 2025, total amortized debt issuance

cost of $ 16,293 and $ 0 was included in interest expense on the accompanying unaudited condensed consolidated statements of operations,

respectively.

For the six months ended March 31, 2026 and 2025 total amortized debt issuance cost of $ 32,586 and $ 0 was included in interest

expense on the accompanying unaudited condensed consolidated statements of operations, respectively.

For the three months ended March

31, 2026 and 2025, total interest expense $ 12,751 and $ 0 was included in interest expense on the accompanying unaudited condensed consolidated

During the three and nine months ended June 30, 2026, the Company repaid

$ 99,176 and $ 396,704 , respectively on the July 2025 Notes which includes $42,504 interest.

For the three months ended June 30, 2026 and

2025, total amortized debt issuance cost of $ 12,877 and $ 0 was included in interest expense on the accompanying unaudited condensed consolidated

statements of operations, respectively.

For the six months ended March 31, 2026 and 2025, total interest expense $ 25,502 and $ 0 was included

in interest expense on the accompanying unaudited condensed consolidated statements of operations, respectively.

At March 31, 2026 and

September 30, 2025, the balance of the July Notes of $ 43,795 and $ 308,737 , respectively, recorded in convertible notes payable on the

accompanying unaudited condensed consolidated balance sheets, includes $ 12,877 and $ 45,463 , respectively of unamortized debt issuance cost.

For the nine months ended June 30, 2026 and 2025 total amortized debt issuance cost of $ 45,463

and $ 0 was included in interest expense on the accompanying unaudited condensed consolidated statements of operations, respectively.

the three months ended June 30, 2026 and 2025, total interest expense $ 6,376 and $ 0 was included in interest expense on the accompanying

unaudited condensed consolidated statements of operations, respectively.

For the nine months ended June 30, 2026 and 2025, total interest

expense $ 31,878 and $ 0 was included in interest expense on the accompanying unaudited condensed consolidated statements of operations,

respectively.

At June 30, 2026 and September 30, 2025, the balance of the July Notes of $ 0 and $ 308,737 , respectively, recorded in convertible

notes payable on the accompanying unaudited condensed consolidated balance sheets, includes $ 0 and $ 45,463 , respectively of unamortized

debt issuance cost.

On October 6, 2025, the Company entered into a Securities Purchase Agreement

16 unchanged sentences

may prepay the October 2025 Notes within the first 180 days.

For the three ended March 31, 2026 and 2025, total amortized debt issuance

cost of $ 14,012 and $ 0 , respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements

During the three and nine months ended June 30, 2026, the Company repaid

$ 124,614 and $ 290,766 , respectively on the October 2025 Notes.

For the three months ended June 30, 2026 and 2025, total amortized debt

issuance cost of $ 14,012 and $ 0 , respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements

of operations.

For the six months ended March 31, 2026 and 2025, total amortized debt issuance cost of $ 28,024 and $ 0 , respectively, was

For the nine months ended June 30, 2026 and 2025, total amortized debt issuance cost of $ 42,035 and $ 0 , respectively, was

included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

For the three and six months

ended March 31, 2026 and 2025, total interest expense $ 10,681 and $ 0 , respectively, and $ 24,693 and $ 0 , respectively, was included in

interest expense on the accompanying unaudited condensed consolidated statements of operations.

At March 31, 2026 and September 30, 2025,

the balance of the October Notes of $ 111,871 and $ 0 , respectively, recorded in convertible notes payable on the accompanying unaudited

condensed balance sheets, includes $ 18,677 and $ 0 , respectively of unamortized debt issuance cost.

For the three and nine months

ended June 30, 2026 and 2025, total interest expense $ 10,681 and $ 0 , respectively, and $ 35,374 and $ 0 , respectively, was included in interest

expense on the accompanying unaudited condensed consolidated statements of operations.

At June 30, 2026 and September 30, 2025, the balance

of the October Notes of $ 1,269 and $ 0 , respectively, recorded in convertible notes payable on the accompanying unaudited condensed balance

sheets, includes $ 4,665 and $ 0 , respectively of unamortized debt issuance cost.

On November 12, 2025, the Company entered into a Securities Purchase Agreement

18 unchanged sentences

The Company may prepay the November 2025 Note within the first 180 days.

For the three and six months ended March 31, 2026 and 2025, total amortized

debt issuance cost of $ 17,533 and $ 0 , respectively, and $ 24,174 and $ 0 , respectively, was included in interest expense on the accompanying

unaudited condensed consolidated statements of operations.

For the three and six months ended March 31, 2026 and 2025, total interest

expense $ 12,751 and $ 0 , respectively, and $ 23,909 and $ 0 , respectively, was included in interest expense on the accompanying unaudited

condensed consolidated statements of operations.

At March 31, 2026 and September 30, 2025, the balance of the November Notes of $ 324,174

and $ 0 , respectively, recorded in convertible notes payable on the accompanying balance sheets, includes $ 30,026 and $ 0 , respectively

of unamortized debt issuance cost.

During the three and nine months ended June 30, 2026, the Company repaid

$247,940 on the November 2025 Notes.

For the three months ended June 30, 2026 and 2025, total amortized debt issuance cost of $ 17,533

and $ 0 , respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

For the nine months ended June 30, 2026 and 2025, total amortized debt issuance cost of $ 41,707 and $ 0 , respectively, was included in

interest expense on the accompanying unaudited condensed consolidated statements of operations.

For the three and nine months ended June

30, 2026 and 2025, total interest expense $ 12,751 and $ 0 , respectively, and $ 31,878 and $ 0 , respectively, was included in interest expense

on the accompanying unaudited condensed consolidated statements of operations.

At June 30, 2026 and September 30, 2025, the balance of

the November Notes of $ 93,767 and $ 0 , respectively, recorded in convertible notes payable on the accompanying balance sheets, includes

$ 12,493 and $ 0 , respectively of unamortized debt issuance cost.

Standby Equity Purchase Agreement - Pre-Paid Advance

38 unchanged sentences

The Note remains a liability

after issuance and the instrument is remeasured after initial recognition, with changes in fair value recognized in earnings each reporting

period until settlement, modification, or extinguishment, consistent with the liability-classified model.

As of March 31, 2026 and September

after issuance and the instrument is remeasured after initial recognition, with changes in fair value recorded in earnings each reporting

period until settlement, modification, or extinguishment and consistent with the liability-classified model.

As of June 30, 2026 and September

30, 2025, the par value of the notes was $ 5,000,000 and the fair value of the notes was $ 5,400,405 and $ 4,552,653 , respectively.

three months ended March 31, 2026 and 2025, total interest expense $ 75,616 and $ 0 , respectively, was included in interest expense on the

three months ended June 30, 2026 and 2025, total interest expense $ 74,795 and $ 0 , respectively, was included in interest expense on the

accompanying unaudited condensed consolidated statements of operations.

For the six months ended March 31, 2026 and 2025, total interest

For the nine months ended June 30, 2026 and 2025, total interest

expense $ 225,205 and $ 0 respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements

26 unchanged sentences

for the January 2026 Notes at amortized cost and no recurring fair value measurement is required.

For the three ended March 31, 2026 and 2025, total amortized debt issuance

cost of $ 14,344 and $ 0 , respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements

For the nine months ended June 30, 2026 and 2025, total amortized debt

issuance cost of $ 31,151 and $ 0 , respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements

of operations.

For the six months ended March 31, 2026 and 2025, total amortized debt issuance cost of $ 14,344 and $ 0 , respectively, was

included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

For the three and six months

ended March 31, 2026 and 2025, total interest expense $ 10,626 and $ 0 , respectively, and $ 10,626 and $ 0 , respectively, was included in

interest expense on the accompanying unaudited condensed consolidated statements of operations.

At March 31, 2026 and September 30, 2025,

the balance of the October Notes of $ 314,344 and $ 0 , respectively, recorded in convertible notes payable on the accompanying balance sheets,

includes $ 39,856 and $ 0 , respectively of unamortized debt issuance cost.

For the three and nine months ended June 30, 2026 and 2025, total interest expense $ 12,751 and $ 0 , respectively, and $ 23,377

and $ 0 , respectively, was included in interest expense on the accompanying unaudited condensed consolidated statements of operations.

At June 30, 2026 and September 30, 2025, the balance of the January Notes of $ 331,150 and $ 0 , respectively, recorded in convertible notes

payable on the accompanying balance sheets, includes $ 23,050 and $ 0 , respectively of unamortized debt issuance cost.

The following table presents changes of the convertible notes with significant

unobservable inputs (Level 3) for the three and six months ended March 31, 2026.

unobservable inputs (Level 3) for the three and nine months ended June 30, 2026.

of unobservable inputs of convertible notes

5 unchanged sentences

Convertible Notes balance at March 31, 2026

Change in fair value

Convertible Notes balance at June 30, 2026

The Convertible notes were valued using unobservable inputs that are not

3 unchanged sentences

the value for each class is driven by the current value and expected volatility of the underlying equity value.

The key assumptions used to value the convertible notes as of March 31,

The key assumptions used to value the convertible notes as of June 30,

2026 and September 30, 2025:

Schedule of key assumptions used to value the convertible notes

March 31, 2026

June 30, 2026

September 30, 2025

5 unchanged sentences

The following table presents balance of the convertible notes with significant

unobservable inputs (Level 3) as of March 31, 2026 and September 30, 2025:

March 31, 2026

unobservable inputs (Level 3) as of June 30, 2026 and September 30, 2025:

June 30, 2026

September 30, 2025

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Note 19 — Underwriter’s Agreement

Upon completion of the initial public offering

of Bannix IPO, the underwriters are entitled to a deferred underwriting discount of $ 225,000 ,

solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Upon completion of the initial public offering of Bannix IPO, the underwriters

are entitled to a deferred underwriting discount of $ 225,000 , solely in the event that the Company completes a Business Combination, subject

to the terms of the underwriting agreement.

Additionally, the underwriters are entitled to a Business Combination marketing fee of 3.5 %

of the gross proceeds of the sale of Units in the IPO upon the completion of the Company’s initial Business Combination

subject to the terms of the underwriting agreement.

At the close of the Reverse Acquisition, the Company assumed $ 225,000

of underwriting discount which is included in deferred underwriting discount on the accompanying unaudited condensed consolidated

balance sheets at March 31, 2026 and September 30, 2025.

The amount is due on demand but payable only after the repayment of the

SEPA Pre-paid Advances (See Note 19).

of the gross proceeds of the sale of Units in the IPO upon the completion of the Company’s initial Business Combination subject

to the terms of the underwriting agreement.

At the close of the Reverse Acquisition, the Company assumed $ 225,000 of underwriting discount

which is included in deferred underwriting discount on the accompanying unaudited condensed consolidated balance sheets at June 30, 2026

and September 30, 2025.

The amount is due on demand but payable only after the repayment of the SEPA Pre-paid Advances (See Note 18).

On June 9, 2025, Bannix entered into an amendment to the underwriting agreement.

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of marketing fees costs which is included in accounts payable and accrued expenses on the accompanying unaudited condensed consolidated

balance sheets at March 31, 2026 and September 30, 2025.

balance sheets at June 30, 2026 and September 30, 2025.

In addition, Bannix issued the underwriter (and/or its designees) (the

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A balance of $ 3,930 outstanding by the Representative for the Representative Shares were assumed at close at the Reverse

As of March 31, 2026 and September 30, 2025, the Representative has not yet paid for these shares, and the amount owed of

As of June 30, 2026 and September 30, 2025, the Representative has not yet paid for these shares, and the amount owed of

$ 3,930 is included in prepaid expenses on the unaudited condensed consolidated balance sheets.

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which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations

and conditions set forth in the SEPA, from time to time during the term of the SEPA, from time to time during the term of the SEPA.

Upon the satisfaction of the conditions to the Investor’s purchase

obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable

under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion

until the SEPA is terminated to direct Investor to purchase a specified number of shares of common stock (“Advance”) by delivering

written notice to Investor (“Advance Notice”).

While there is no mandatory minimum amount for any Advance, it may not exceed

an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance

The shares of common stock purchased pursuant to an Advance delivered by

the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of common stock during the three consecutive

trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP

is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day.

The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any

sales to Investor.

“VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading

day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.

In connection with the SEPA, and subject to the condition

set forth therein, Investor advanced to the Company in the form of convertible promissory notes (the “Convertible Notes”)

an aggregate principal amount of $5 million (the “Pre-Paid Advance”) (See Note 17).

and conditions set forth in the SEPA, from time to time during the term of the SEPA.

In connection with the SEPA, and subject to the condition set forth therein,

Investor advanced to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal

amount of $5 million (the “Pre-Paid Advance”) (See Note 18).

The Investor, in its sole discretion and providing that there is a balance

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The Investor, in its sole discretion, may select the amount of any Pre-Paid Advance, provided, that the number of shares issued does not

cause the Investor to exceed the 4.99% ownership limitation, does not exceed the Exchange Cap or the number of shares of common stock

cause the Investor to exceed the 4.99% ownership limitations does not exceed the Exchange Cap or the number of shares of common stock

that are registered.

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subject to each Investor Advance.

The Company will control the timing and amount of any sales of shares of

common stock to the Investor, except with respect to the Pre-Paid Advances.

Actual sales of shares of common stock to the Investor as

a Pre-Paid Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include,

among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the

appropriate sources of funding for our business and operations.

The Company will control the timing and amount of any sales of shares of common stock to the Investor,

except with respect to the Pre-Paid Advances.

The SEPA will automatically terminate on the earliest to occur of (i) the

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by an instrument in writing signed by both parties.

As consideration for the Investor’s commitment to purchase the shares

of common stock pursuant the SEPA, the Company paid the Investor, (i) a structuring fee in the amount of $ 30,000 and (ii) 200,000 shares

of common stock as an equity fee.

Further, the Company is required to pay Investor a commitment fee of $ 500,000 of which $ 250,000 shall

be due and payable on the earlier of the effective date of the initial registration statement, or 60 days following the date hereof and

the remaining $250,000 shall be due and payable on the date that is 90 days following the initial due date to be paid by the issuance

of such number of common shares that is equal to the applicable portion of the commitment fee divided by the average of the daily VWAPs

of the common shares during the three trading days immediately prior to the applicable due date.

The total consideration of $ 1,350,000

is recorded as general and administrative expenses in the statement of operations for the year ended September 30, 2025 and is inclusive

of fair value of $ 470,000 of the 200,000 shares issued and $ 350,000 consulting fees.

At March 31, 2026 and September 30, 2025, $ 140,000

of the commitment fee is unpaid and included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets.

The SEPA contains customary representations, warranties, conditions and

indemnification obligations of the parties.

The representations, warranties and covenants contained in such agreements were made only

for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject

to limitations agreed upon by the contracting parties.

The net proceeds under the SEPA to the Company will depend on the frequency

and prices at which the Company sells its shares of common stock to Investor.

The Company expects that any proceeds received from such

sales to Investor will be used for working capital and general corporate purposes.

As consideration for the Investor’s

commitment to purchase the shares of common stock pursuant the SEPA, the Company paid the Investor, (i) a structuring fee in the

amount of $ 30,000 and (ii) 200,000 shares of common stock as an equity fee.

Further, the Company is required to pay Investor a

commitment fee of $ 500,000 of which $ 250,000 shall be due and payable on the earlier of the effective date of the initial

registration statement, or 60 days following the date hereof and the remaining $250,000 shall be due and payable on the date that is

90 days following the initial due date to be paid by the issuance of such number of common shares that is equal to the applicable

portion of the commitment fee divided by the average of the daily VWAPs of the common shares during the three trading days

immediately prior to the applicable due date.

The total consideration of $ 1,350,000 is recorded as general and administrative

expenses in the statement of operations for the year ended September 30, 2025 and is inclusive of fair value of $ 470,000 of the

200,000 shares issued and $ 350,000 consulting fees.

At June 30, 2026 and September 30, 2025, $ 140,000 of the commitment fee is unpaid and included in accrued expenses on the accompanying unaudited condensed consolidated balance

The SEPA fails the fixed-for-fixed equity classification test due to the

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the SEPA should be recorded as nonderivative liability requiring ongoing fair value remeasurement.

As of March 31, 2026 and September

As of June 30, 2026 and September 30,

2025, based on management assumptions the SEPA liability was zero.

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333-289952) and seek effectiveness of such Registration Statement as soon as reasonably

During the three and six months ended March 31, 2026, the Company issued

During the three and nine months ended June 30, 2026, the Company issued

1,856,383 shares under the SEPA for total proceeds of $ 10,540,571 of which $ 9,560,270 was applied to the YA II PN Notes (See Note 14).

Joint Venture

On August 25, 2025, the Company entered into a Strategic Joint Venture

Agreement (the “AIPHEX Agreement”) with AIPHEX LTD (“AIPHEX”), GBT Tokenize Corp.

(“TOKENIZE”), and

GBT Technologies, Inc.

Pursuant to the AIPHEX Agreement, the parties agreed to form a joint venture limited liability

company in the State of Nevada (the “JV LLC”) for the purpose of collaborating on certain designated defense and technology

projects (the “Designated Projects and Background IP”).

The Company does not intend to pursue this agreement but to date of

this report has not formalized a cancellation.

Memorandum of Understanding

On September 2, 2025, the Company entered into a Memorandum of Understanding

(the “MoU”) with VEDA Aeronautics Private Limited (“VEDA”), a company incorporated under the Companies Act, 2013,

Pursuant to the MoU, the Company and VEDA intend to collaborate on several

Indian Ministry of Defense (“MoD”) procurement programs (the “Programs”), including but not limited to:

Kill System (Make-2) – interceptor drone development;

(b) ALTV (New Generation Light Tank) – 357 tanks, with Company subsystems

proposed as onboard modules;

and (d) T72/T90 Retrofit Program for

Under the MoU, VEDA has invited the Company to supply and develop core subsystems, including counter-UAS systems, tactical drones,

radar technologies, advance protection systems (APS) systems, sensor fusion technologies, and unmanned platforms for defense and homeland

security applications.

The parties intend to collaborate in technical proposals, demonstrations, and joint pursuit of contracts for these

The Company does not intend to pursue this MOU but to date of this report has not formalized a cancellation.

Contingent Commission Payable

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be entitled to a fixed fee of $ 50,000 , payable from the gross proceeds of the share sale of the TFLM shares.

As of March 31, 2026, no

sale of the TFLM shares has occurred, and VisionWave Technologies has not granted the required power of attorney over its brokerage account

As of June 30, 2026, no sale

of the TFLM shares has occurred, and VisionWave Technologies has not granted the required power of attorney over its brokerage account

to enable such sales.

Accordingly, the commission obligation to Raptor LLC is considered contingent.

Consulting Agreement

On September 26, 2025, the Company entered into a Consulting Agreement

(the “CTMG Agreement”) with Crypto Treasury Management Group, LLC (“CTMG”), pursuant to which CTMG will provide

advisory and strategic services to assist the Company in establishing a digital asset treasury reserve.

The services include, among other

things, developing a crypto treasury strategy, recommending custodians, designing staking protocols (if applicable), assisting with capital

formation in collaboration with a licensed securities underwriter, and supporting regulatory and tax compliance efforts.

The CTMG Agreement has an initial term of two years, subject to earlier

termination under certain conditions, including for convenience with 60 days’ notice or for material breach.

In consideration for

the services, the Company has agreed to pay CTMG:

(i) a retainer fee of $ 50,000 upon signing, which was pre-paid as an advance on September

24, 2025, with an additional $ 50,000 due upon execution of binding definitive agreements related to the crypto treasury transaction;

a success fee of 17 Bitcoin (or cash equivalent) upon successful deployment of at least $20 million into crypto assets for the Company’s

and (iii) 250,000 shares of the Company’s common stock upon closing of the crypto treasury transaction, subject to SEC

Rule 144 restrictions and inclusion in future registration statements where applicable.

The Company will also reimburse CTMG for pre-approved

reasonable expenses.

For the three and six months ended March 31, 2026, no additional costs were incurred under this agreement.

does not intend to pursue this agreement due to market changes, but to date of this report has not formalized a cancellation

TFLM is eligible for unsolicited

quotes only and is traded on expert market, which make its sales improbable.

From time to time, the Company may be subject to routine litigation, claims

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or effect of any potential litigation, claims or disputes.

Better Works LLC

On September 5, 2025, Better Works LLC filed an action in the Supreme Court

of the State of New York, New York County, captioned Better Works LLC v.

VisionWave Holdings, Inc.

and Douglas E.

Davis, Index No.

The Summons with Notice asserts claims for breach of contract and seeks (i) a declaratory judgment regarding affiliate status and the

applicability or expiration of certain lock-up provisions relating to private-placement units exchanged in connection with the Company’s

business combination, (ii) injunctive relief permitting the plaintiff to sell such units, and (iii) monetary damages in an amount to be

Service of process addressed to VisionWave’s Delaware registered agent was recorded as received on September 9, 2025.

On September 30, 2025, counsel for the Company and Mr.

Davis served a demand for the complaint pursuant to CPLR 3012(b), expressly reserving

all defenses, including objections to service and personal jurisdiction.

As of the date of this Report, no complaint has been served on

the defendants.

The Company believes the asserted claims are without merit and intends to defend the matter vigorously.

Maxim Group LLC

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and unjust enrichment.

The Company alleges, among other things, that Maxim did not identify or place the relevant financing transactions,

The Company alleges, among other things, that Maxim did not identify or place relevant financing transactions,

was not entitled to compensation under the parties’ agreement, and wrongfully invoiced the Company for fees related to the July

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loss, if any, associated with these matters.

Pre-litigation disputes with

former employees

The Company is involved in certain

pre-litigation disputes with former employees, former executives, and other individuals associated with the Company arising primarily

from organizational changes implemented following the departure of the Company’s former Chief Executive Officer in late December

Such matters include allegations relating to severance, unpaid compensation, notice-period pay, equity awards, and related contractual

and employment matters.

Certain individuals have asserted claims through counsel, and the parties have engaged in correspondence and preliminary

settlement discussions.

The Company disputes the allegations

and claims asserted in these matters and intends to vigorously defend its positions.

As of the date of this Quarterly Report, no formal

lawsuits, arbitrations, or other legal proceedings have been filed with respect to these matters.

Due to the early stage of these disputes,

the absence of formal proceedings, and the inherent uncertainty surrounding such matters, the Company is unable to reasonably estimate

the possible loss or range of loss, if any, that may result from these matters.

Accordingly, no liability has been accrued in the accompanying

condensed consolidated financial statements.

Pre-litigation disputes with former employees

The Company is involved in certain pre-litigation disputes with former

employees, former executives, and other individuals associated with the Company arising primarily from organizational changes implemented

following the departure of the Company’s former Chief Executive Officer in late December 2025.

Such matters include allegations

relating to severance, unpaid compensation, notice-period pay, equity awards, and related contractual and employment matters.

individuals have asserted claims through counsel, and the parties have engaged in correspondence and preliminary settlement discussions.

The Company disputes the allegations and claims asserted in these matters

and intends to vigorously defend its positions.

As of the date of this Quarterly Report, no formal lawsuits, arbitrations, or other legal

proceedings have been filed with respect to these matters.

Due to the early stage of these disputes, the absence of formal proceedings,

and the inherent uncertainty surrounding such matters, the Company is unable to reasonably estimate the possible loss or range of loss,

if any, that may result from these matters.

Accordingly, no liability has been accrued in the accompanying condensed consolidated financial

Except as described above, the Company is not a party to any other pending

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AI Infrastructure Agreement

On October 5, 2025, the Company entered into an Order Form (the “

PVML Agreement”) with PVML Ltd., a Tel Aviv–based provider of secure data-AI infrastructure.

On October 5, 2025, the Company entered into an Order Form (the “PVML Agreement”) with PVML Ltd., a Tel Aviv–based provider of secure data-AI infrastructure.

The Agreement establishes a strategic

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through its use of the PVML platform.

The Company paid $ 250,000

under this agreement.

As of March 31, 2026, the Company has not issued shares for the equity component and the total value of $ 350,000

is included in stock-based compensation liability on the unaudited condensed consolidated balance sheets.

Subsequent to quarter-end, the

parties continue to discuss the timing and scope of the pilot phase of the arrangement.

The Company will issue the shares or otherwise

resolve the equity consideration in accordance with the agreement or any future written amendment between the parties.

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption

following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict.

In response to

the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to

eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and

restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions

from the Society for Worldwide Interbank Financial Telecommunication payment system.

Certain countries, including the United States, have

also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions

among a number of nations.

The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken

Our operations are located, in part, in Israel, a region that has experienced

ongoing political instability, armed conflicts, terrorist activities, and military tensions.

The current and potential escalation of hostilities

involving Israel, Iran, the United States, and various regional actors could materially and adversely affect our business, operations,

financial condition, and results of operations.

Since October 2023, military activity in the region has intensified, including direct

and indirect hostilities involving Israel and Iran.

Any further escalation into a broader regional conflict or war, including direct military

confrontation between the United States and Iran or expanded attacks against Israel, could disrupt our operations, infrastructure, personnel,

suppliers, service providers, and customers.

Such events may result in temporary closures of facilities, workforce disruptions due to

military reserve duty call-ups, delays in product development or delivery, cybersecurity incidents, interruptions to communication and

transportation networks, and reduced productivity.

In addition, regional instability may negatively impact global and local

economic conditions, including causing volatility in financial markets, inflationary pressures, increased energy and shipping costs, disruptions

in international trade and supply chains, and reduced access to capital markets.

The continuation or expansion of geopolitical tensions

could also adversely affect investor sentiment and the market price of our securities.

Our operations in Israel are also subject to risks associated with missile

attacks, terrorist activities, civil unrest, and other security incidents, which may require us to suspend or limit operations and could

adversely affect.

Any of the above-mentioned factors, or any other negative impact on the

global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict

and subsequent sanctions or related actions, could adversely affect the Company’s operations in the future or with future capital

raising activities.

The Company has not been affected so far by these conflicts or US tariffs.

The Company paid $ 250,000 under this agreement.

As of June 30, 2026, the

Company has not issued shares for the equity component and the total value of $ 350,000 is included in stock-based compensation liability

on the unaudited condensed consolidated balance sheets.

Subsequent to quarter-end, the parties continue to discuss the timing and scope

of the pilot phase of the arrangement.

The Company will issue the shares or otherwise resolve the equity consideration in accordance with

the agreement or any future written amendment between the parties.

The project is currently on hold pending mutual agreement by both

parties to conclude cancellation or continuation.

Letter of Engagement with the National Oil Company of Liberia

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Contract (“PSC”) with the Government of Liberia.

The execution of a PSC is subject to prequalification by the Liberia Petroleum

The execution of a PSC is subject to pre-qualification by the Liberia Petroleum

Regulatory Authority, regulatory approvals, and legislative ratification.

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a 10% carried interest to the Government of Liberia, a 5% carried interest to citizens, and up to 5% participation by a local Liberian

The Company notes that there is no assurance a PSC will be executed or

that the Company will ultimately be awarded the Blocks.

The initiative is exploratory in nature and involves significant geopolitical,

regulatory, and operational risks.

Strategic Joint Venture Agreement

On January 9, 2026, the Company entered into a Strategic Joint Venture

Agreement (the “JV Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp.

(“TOKENIZE”), and GBT

Technologies, Inc.

The parties agreed to form a Nevada limited liability company (the “JV LLC”) to develop,

commercialize, and manage designated electronic design automation (EDA), defense, and high-security technology projects.

Capital Contributions and Valuation To fund and resource the JV

LLC, the parties agreed to specific capital and asset contributions.

TOKENIZE will contribute its intellectual property portfolio along

with 897,102 shares of the Company’s common stock, and GBT will contribute 2,020,500 shares of the Company’s common stock.

BOCA will contribute the designated projects.

Additionally, both the Company and BOCA will provide non-exclusive licenses granting the

JV LLC rights to use certain background intellectual property solely for the designated projects.

All contributions of the Company’s securities are subject to compliance

with applicable securities laws and Nasdaq Listing Rules, including any requisite shareholder approval.

To facilitate the negotiation

of equity ownership percentages, the parties utilized an internal reference value of $1.0 billion.

The Company explicitly notes that this

internal value is not a statement of the JV LLC’s actual fair market value, was reached without an independent third-party valuation,

and should not be relied upon as an indication of value for the JV LLC, its assets, or the Company’s interest therein.

The JV LLC will be governed by a three-member

board, with specific governance and deadlock resolution mechanisms to be established in a separate operating agreement.

TOKENIZE and GBT

will not participate in the management or governance of the JV LLC.

Additionally, the JV Agreement permits the Company to appoint a director

to BOCA’s board;

any reciprocal appointment of a BOCA designee to the Company’s board remains subject to approval by the Company’s

independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval.

Intellectual Property, Term, and Termination:

Any intellectual property

developed by the JV LLC (“Foreground IP”) will be wholly owned by the JV LLC, while each party retains ownership of its independently

developed background IP.

The JV Agreement has an initial term of seven years and contains customary termination rights, including if required

regulatory approvals (e.g., CFIUS or export controls) are denied.

Furthermore, if no designated project generates revenue within twelve

months following the formation of the JV LLC, the JV Agreement may be terminated, and contributed consideration may be returned, subject

to board-level fiduciary determinations.

During the three months ended March 31, 2026, JV LLC was formed and funded

by all parties except the Company.

Since an operating agreement is not yet adopted for JV LLC, the transaction is not deemed to be closed.

Acquisition of Junko Solar Ltd

On March 11, 2026, SolarDrone Ltd., an Israeli subsidiary of the Company,

entered into a Consulting and Share Purchase Agreement to acquire a 51% controlling interest in Junko Solar Ltd., an Israeli company engaged

in solar panel maintenance and cleaning services.

As part of the transaction, Junko Solar Ltd.

is transferring its related operational

activities, customer relationships, business opportunities, and operational assets to SolarDrone, which will manage and operate the business

going forward.

The transaction was based on a pre-money valuation of $400,000 for Junko

The aggregate purchase price for the 51% interest is $204,000, payable in cash in three equal installments of $68,000:

upon execution of the agreement, (ii) within 35 days of execution, and (iii) within 35 days thereafter.

The transfer of the shares representing

the 51% ownership to SolarDrone (or its designated affiliate) was triggered upon the payment of the first installment.

In connection with the acquisition, Mr.

Amos Cohen, the seller and former

controlling shareholder of Junko Solar Ltd., was appointed as Chief Executive Officer and a director of SolarDrone Ltd.

Under a concurrent

consulting arrangement, Mr.

Cohen will provide management and strategic services to SolarDrone for a monthly fee of 50,000 N.I.S.

Israeli Shekels), plus applicable value-added tax (VAT).

On March 31, 2026, the Company has transferred the first installment of

$ 68,000 but no transfer of ownership had taken place.

As of March 31, 2026, the

transaction is not deemed to be closed.

During the nine months ended June 30, 2026, the Company paid the initial

sign on bonus of $ 600,000 and is included in deposits on the unaudited condensed consolidated balance

The Company notes that there is no assurance a PSC will be executed or that the Company will ultimately be awarded the Blocks.

The initiative is exploratory in nature and involves significant geopolitical, regulatory, and operational risks.

Bitcoin mining acceleration and orchestration platform

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and systems development to enhance the Company’s Bitcoin mining operations.

At March 31, 2026, the $ 350,000 payment upon execution

was recorded as deferred revenue on the accompanying unaudited condensed consolidated balance sheets.

At June 30, 2026, the $ 350,000 payment upon execution

was recorded as deferred revenue on the accompanying unaudited consolidated balance sheets.

Scope and Structure

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●$350,000 was paid upon execution of the SOW;

● Approximately $1 million is payable through completion and acceptance of the proof-of-concept (“POC”) milestone;

● Approximately $6 million is payable upon completion and acceptance of successive intermediate milestones, including scaled deployment

and operational validation;

● Approximately $3 million is payable upon final delivery and full program acceptance.

●Approximately $1 million is payable through completion and acceptance

of the proof-of-concept (“POC”) milestone;

●Approximately $6 million is payable upon completion and acceptance

of successive intermediate milestones, including scaled deployment and operational validation;

●Approximately $3 million is payable upon final delivery and full

program acceptance.

If milestone execution proceeds as planned, the SOW is structured to generate

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accepted milestones and does not include minimum purchase or volume commitments beyond the defined milestone structure.

The Company does not intend to pursue this transaction and no formal cancellation

has been made to date.

Composite Materials Ltd Investment and Share Purchase Agreement

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and (b) the Belrise JV Agreements shall be in full force and effect and shall

not have been

terminated, amended, or modified in any respect materially adverse to the

CM Company or the Company without the prior written consent of the Company.

not have been terminated, amended, or modified in any respect materially adverse to the CM Company or the Company without the prior written

consent of the Company.

The Seller acknowledges that the Belrise Condition is material, and failure

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Except as expressly amended by the Amendment, the SPA remains in full force and effect.

At March 31, 2026, the transaction was not consummated.

At June 30, 2026, the transaction had not been consummated.

Acquisition of VisionWave IL, Ltd.

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The agreement is structured as an independent contractor arrangement and includes customary terms and conditions.

At March 31, 2026, the transaction was not closed

and the options were not granted under the employment agreement.

to supplier and customer deposit

January 2025, the Company entered into a product purchase agreement and paid $98,250 advance payment to the vendor.

The product was delivered

and tested by the vendor on March 13, 2025 was shipped to the client.

The client, pursuant to the December 2024 product purchase agreement

made a 50% deposit totaling $108,006 in 2025.

The client received the product and live fire tests were performed on September 15, 2025.

the three months ended March 31, 2026, the client and the Company mutually

agreed to terminate the contract.

The Company will repay the deposit to the client and the company is expected to receive a refund from

At March 31, 2026, the termination was not formalized and final negotiations were pending.

At March 31, 2026 and September

30, 2025, the advance to the vendor is recorded as advances to suppliers on the accompanying unaudited condensed consolidated balance

At March 31, 2026 and September 30, 2025, the deposit of $108,006 is recorded as customer deposit on the accompanying unaudited

condensed consolidated balance sheets.

At June 30, 2026, the options were not granted under the employment agreement.

Advance to supplier and customer deposit

In January 2025, the Company entered into a product purchase agreement

and paid $98,250 advance payment to the vendor.

The product was delivered and tested by the vendor on March 13, 2025 was shipped to the

The client, pursuant to the December 2024 product purchase agreement requested a 50% deposit totaling $108,006 in 2025.

received the product and live fire tests were performed on September 15, 2025.

During the nine months ended June 30, 2026, the client and the Company

mutually agreed to terminate the contract.

The Company will repay the deposit to the client and the company is expected to receive a refund

from the vendor.

The deposit was refunded in July 2026.

At June 30, 2026 and September 30, 2025, the advance to the vendor is recorded

as advances to suppliers on the accompanying unaudited condensed consolidated balance sheets.

At June 30, 2026 and September 30, 2025,

the deposit of $108,006 is recorded as customer deposit on the accompanying unaudited condensed consolidated balance sheets.

Ian Share Purchase Agreement

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● applicable tax rulings and/or approvals in Israel;

· execution and delivery of final ancillary closing documents;

and delivery of final ancillary closing documents;

● satisfaction or waiver of other customary closing conditions.

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Target Companies’ operations and potential integration into VisionWave’s broader international business activities.

During the three months ended June 30, 2026, the Company advanced 500,000

million NIS (approximately $167,000) to the Target Companies.

On July 31, 2026 VIP Lux Travel Ltd filed for bankruptcy.

VisionWave Israel

filed its objection to the procedure on August 6, 2026 and claimed fraud by VIP Lux Travel Ltd and its manager including using a forged

Latin American Government Purchase Order

On April 2, 2026, the Company announced the receipt of a signed purchase

order from a Latin American governmental public safety organization.

The order provides for the supply of drone-based operational systems

and integrated payload technologies, including long-range observation quadrotor platforms, day/night EO/IR imaging payloads, and network-based

connectivity modules.

The systems are intended to support defense, public safety, and law enforcement missions.

The purchase order contemplates a multi-phase deployment structure, with

initial deliveries expected to commence in 2026.

The completion of the order and subsequent deployment phases are subject to standard

commercial terms and customary conditions, including delivery milestones, quantity confirmations, performance, and acceptance.

has noted that there can be no assurance that the full scope of the purchase order will be completed or that all anticipated revenues

from the order will be realized.

At June 30, 2026, no delivery was made under this purchase order, waiting

on end user letter from the client.

Lucky Whale Production Limited

On June 12, 2026, the Company entered into a term sheet (the “Term

Sheet”) with Lucky Whale Production Limited, a Hong Kong-incorporated project sponsor (the “Sponsor”), setting out the

principal proposed terms for the establishment of a joint venture to develop, hold and operate a proposed Tier IV data center project

located in Beth Shemesh, Israel (the “Project”).

Under the proposed structure described in the Term Sheet, the Company and

the Sponsor would form a jointly held company (the “Joint Company”), which would be owned 68% by the Company and 32% by the

The Joint Company would in turn hold 75% of a special purpose project company that would hold the land, building permit and related

rights for the Project, with the remaining 25% retained by the current land owner.

As a result of this ownership chain, the Company’s

effective indirect interest in the Project would be approximately 51%.

The precise structure, including the manner of transfer of rights

and applicable tax matters, would be determined in the definitive agreements.

As consideration for the acquisition of the Project rights, the Term Sheet

contemplates that the Company would issue shares of its common stock with an aggregate value of approximately US$40 million to the land

owner, on an all-share basis with no cash component.

The number of shares would be determined by reference to a volume-weighted average

price of the Company’s common stock over an agreed period near closing.

Any such issuance would be subject to all required approvals,

including, to the extent required under the rules of The Nasdaq Stock Market, approval by the Company’s stockholders, and the shares

would be subject to lock-up and orderly resale arrangements and customary registration rights.

The issuance of the consideration shares,

together with the Company’s other recent and pending equity issuances, would be dilutive to existing stockholders.

The Term Sheet further contemplates that the Company would commit, in the

definitive agreements, to arrange the financing required to construct and establish the Project.

The Project would require substantial

additional capital, which the Company expects would be sourced through capital-markets activities and/or project-finance facilities.

can be no assurance that such financing would be available to the Company on acceptable terms, or at all.

The Term Sheet also addresses other proposed terms customary for a transaction

of this type, including management and governance arrangements (under which the Sponsor would manage the Project and appoint its chief

executive officer, subject to reserved matters requiring the Company’s consent and a deadlock-resolution mechanism), a put option

in favor of the land owner exercisable for a limited period following completion of construction, mutual exclusivity, and confidentiality.

The completion of the proposed transaction would be subject to conditions precedent, including the completion of due diligence, the execution

of definitive agreements, the receipt of required corporate, stockholder, SEC and Nasdaq approvals, the receipt of a fairness opinion

if required, and the receipt of applicable regulatory, licensing and third-party consents.

On July 24, 2026, the Company determined that continuing to pursue the

proposed transaction would not be in the best interests of the Company or its shareholders.

Accordingly, the Company has notified Lucky

Whale Production Limited that it has elected not to proceed with the transaction contemplated by the previously announced term sheet and

does not intend to negotiate or execute definitive agreements relating to the proposed project.

Meteor Aerospace Ltd

On June 29, 2026, the Company entered into a binding Acquisition Agreement

(the “Meteor Agreement”) with Meteor Aerospace Ltd.

(“Meteor”), an Israeli aerospace and defense company pursuant

to which the Company agreed to acquire fifty-one percent (51%) of the issued and outstanding share capital of Meteor, subject to the satisfaction

of specified closing conditions.

Meteor is engaged in the development, manufacturing and commercialization

of aerospace and defense technologies, including unmanned aerial systems, unmanned ground systems, unmanned surface vessels, loitering

munition systems, electronic warfare technologies, command, control, communications, cyber and battlefield management systems, and related

intellectual property.

The Agreement values Meteor at a pre-money equity valuation of $40 million.

Subject to the satisfaction of all closing conditions, VisionWave will

acquire 51% of the issued and outstanding equity interests of Meteor for aggregate consideration having a value of approximately $ 20.4

million, consisting of:

● approximately $ 6.0 million of unrestricted shares of VisionWave

common stock;

● approximately $ 14.4 million of restricted shares of VisionWave

common stock, subject to a contractual lock-up period of six months following closing.

The number of shares to be issued will be determined based upon the volume

weighted average price (“VWAP”) of VisionWave common stock during the five trading days immediately preceding the closing

The closing of the transaction is expressly conditioned upon, among other

● successful completion of a live flight validation of Meteor’s

Impact-700 unmanned aerial system;

● VisionWave’s satisfactory completion of legal, financial,

operational, technical, aerospace, cybersecurity, export control, intellectual property and commercial due diligence;

● satisfaction or waiver of other customary closing conditions.

The Agreement provides that the flight validation is intended to verify

the operational integrity, engineering functionality and basic flight capability of the Meteor Impact-700 platform and is not intended

to demonstrate maximum performance specifications, commercial readiness or full operational capabilities.

Upon closing, VisionWave will obtain a controlling interest in Meteor and

will have the right to appoint three of the five directors serving on Meteor’s Board of Directors, designate the Chairman of the

Board and approve major corporate actions.

All directors are required to be Israeli citizens.

The Agreement further provides for:

● a thirty-day exclusivity period during which Meteor and its shareholders

may not solicit or negotiate alternative acquisition or financing transactions, subject to limited exceptions;

● customary confidentiality obligations;

● representations and warranties regarding ownership, intellectual

property, regulatory compliance and accuracy of information;

● binding arbitration in Israel for dispute resolution;

● the continued involvement of Meteor founder Itzhak Nissan, former

President and Chief Executive Officer of Israel Aerospace Industries Ltd., who is expected to enter into an executive employment and/or

consulting agreement at closing and serve as Chief Technology Director of Meteor for a minimum period of three years following closing.

The Agreement contemplates that the acquisition will include Meteor’s

existing and future products, technologies, software, intellectual property, research and development activities, engineering developments,

manufacturing capabilities and related business assets, including, among others:

● Impact-700 tactical unmanned aerial vehicle;

● Impact-1400 strategic MALE unmanned aerial vehicle;

● Rambow unmanned ground vehicle;

● Orca unmanned surface vessel;

● MERLOW loitering munition system;

● electronic warfare and SIGINT technologies;

● command, control, communications, cyber and battlefield management

● related aerospace and defense technologies.

The Company expects to utilize the acquired technologies to expand its

autonomous systems, defense technologies and integrated security solutions portfolio.

At June 30, 2026, the transaction was not closed.

In July 2026, the company

announced that it will no longer pursue this transaction.

Foresight Autonomous Holdings Ltd

On June 2, 2026, the Company entered into a Securities Exchange Agreement

(the “Foresight Agreement”) with Foresight Autonomous Holdings Ltd.

(“Foresight”), pursuant to which the Company

will acquire, in two stages, newly issued ordinary shares of Foresight representing 52% of Foresight’s issued and outstanding share

capital as of the Stage 1 Closing (the “Stage 1 Closing Date”).

With this proposed transaction, it is the goal of the Company

to establish Foresight as the core operating platform for the Company’s RF-focused perception systems and related defense, homeland

security and autonomous technology initiatives.

Summary of Key Terms

● Stage 1 Closing (expected within 45–60 days of the

Effective Date):

Foresight will issue to the Company newly issued ordinary shares, no par value per share (“Ordinary Shares”),

representing 46% of Foresight’s issued and outstanding share capital as of the Stage 1 Closing Date (post-issuance, including 1%

finder’s fee allocation).

In exchange, the Company will issue to Foresight shares of the Company’s common stock, $0.01 par

value per share (the “Common Stock”) with an aggregate value of $ 15,480,769 (88.4615% of $17.5 million total), calculated

based on the volume-weighted average price of the Company’s Common Stock over the five consecutive trading days immediately preceding

the Stage 1 Closing Date (the “VWAV Average Price”).

● Stage 2 Closing (conditional upon achievement of a defined

Foresight will issue an additional 6% of its share capital, and the Company will issue additional shares of its Common Stock

valued at approximately $ 2,019,231 (11.5385% of $17.5 million).

The milestone is the commencement of a binding pilot project utilizing

the integrated perception platform (the “Perception Platform”) in the commercial, defense, or security sector (the “Milestone”).

● Total Consideration :

$ 17,500,000 in shares of the Company’s

Common Stock issuable to Foresight, plus up to $3,000,000 in management equity grants under the Company’s equity incentive plan,

subject to vesting conditions including the Milestone achievement, performance milestones, transfer restrictions, and clawback provisions.

● Board Representation :

The Company will have the right to

designate two directors to the Foresight Board of Directors upon Stage 1 Closing and one additional director upon Stage 2 Closing.

The Foresight Agreement contains a value protection mechanism designed

to preserve 65% of the economic value of the shares of Common Stock issued to Foresight.

For a two-year period following each Closing

(the “Protection Period”), if Foresight sells all of the shares of Common Stock (and any previously issued make-whole shares)

and realizes aggregate gross proceeds below the applicable protected amount of $ 10,062,500 for the Stage 1 Closing and $1,312,500 for

the Stage 2 Closing (collectively, the “Protected Amount”), the Company is obligated to issue additional shares of its Common

Stock (or, if mutually agreed and compliant with applicable law and Nasdaq rules, pre-funded warrants) as make-whole shares (the “Make

Whole Shares”).

The mechanism provides that Foresight will deliver a notice with supporting documentation after each complete sale;

the Company has audit rights;

and additional shares are issued based on the average closing price of the Company’s Common Stock

on Nasdaq for the 20 consecutive trading days immediately preceding the date of the notice (the “Make-Whole Price”) until

the Protected Amount is achieved or the Protection Period expires.

The Company covenants to use best efforts to maintain sufficient authorized

shares, obtain all necessary stockholder and Nasdaq approvals, and file supplemental listings promptly.

Failure to issue Make-Whole Shares

on a timely basis triggers liquidated damages of 1.5% of the shortfall amount per 30-day period (in addition to specific performance and

cost-recovery remedies).

The Foresight Agreement includes customary registration rights, a 24-month

management preservation covenant for Foresight’s executive team, a covenant requiring Foresight to allocate no less than 50% of

proceeds from sales of the Company’s Common Stock to the Perception Platform, a 36-month leak-out agreement limiting Foresight’s

daily sales of the Company’s Common Stock to 5% of actual daily trading volume, and audit rights allowing the Company to inspect

Foresight’s trading records to verify compliance.

The Foresight Agreement also contains mutual representations, warranties, covenants,

indemnification, and termination provisions customary for a transaction of this nature.

At June 30, 2026, the transaction was not closed.

Note 21 — Stockholder’s Equity (Deficit)

Preferred Stock — The Company is authorized to issue 10,000,000

10,000,000 shares of preferred stock, par value $ 0.01 per share, with such designations, voting and other rights and preferences as may

be determined from time to time by the Company’s board of directors.

As of March 31, 2026 and September 30, 2025, there were no

shares of preferred stock issued or outstanding.

shares of preferred stock, par value $ 0.01 per share, with such designations, voting and other rights and preferences as may be determined

from time to time by the Company’s board of directors.

As of June 30, 2026 and September 30, 2025, there were no shares of preferred

stock issued or outstanding.

Common Stock — The Company is authorized to issue 150,000,000

shares of common stock with par value of $ 0.01 each.

As of March 31, 2026 and September 30, 2025, there were 20,347,137 and 14,521,094

As of June 30, 2026 and September 30, 2025, there were 27,332,069 and 14,521,094

shares of Common Stock issued and outstanding, respectively.

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Equity upon close of the Reverse Acquisition.

During the three and six months ended March 31, 2026, 46,747 and 542,256 warrants were exercised

During the three and nine months ended June 30, 2026, 0 and 542,256 warrants were exercised

for $0 and $6,235,945, respectively.

At March 31, 2026 and September 30, 2025, there were 8,396,069 and 7,304,992 warrants

outstanding inclusive of 300,000 pre-funded warrants (See Note 9).

At June 30, 2026 and September 30, 2025, there were 8,396,069 and 7,304,992 warrants outstanding

inclusive of 300,000 pre-funded warrants (See Note 10).

Conversion of public and private rights

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Outstanding at March 31, 2026

At March 31, 2026 and September 30, 2025, the intrinsic value of the warrants

Outstanding at June 30, 2026

At June 30, 2026 and September 30, 2025, the intrinsic value of the warrants

was $ 1,287,000 and $ 0 , respectively.

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26, 2026 1,333,333 warrants issuance are set forth in the table immediately below:

free rate of return

to maturity (years)

to financing (years)

February 26, 2026

Exercise Price

Risk free rate of return

Term to maturity (years)

Term to financing (years)

Stock based compensation

Omnibus Equity Incentive Plan

On August 5, 2025, the Board of Directors (the “Board”) of

Bannix adopted Bannix’s 2025 Omnibus Equity Incentive Plan (the “Plan”), which authorizes the issuance of up to 7,000,000

shares of Bannix’s common stock, par value $ 0.01 per share (the “Common Stock”).

The Plan is subject to approval by

Bannix’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 Bannix in attracting, retaining, and incentivizing key management employees, directors, and consultants, and to align their

interests with those of Bannix’s shareholders.

On August 5, 2025, the Board

of Directors (the “Board”) of Bannix adopted Bannix’s 2025 Omnibus Equity Incentive Plan (the “Plan”),

which authorizes the issuance of up to 7,000,000 shares of Bannix’s common stock, par value $0.01 per share (the

“Common Stock”).

The Plan is subject to approval by Bannix’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 Bannix in attracting, retaining, and incentivizing key management

employees, directors, and consultants, and to align their interests with those of Bannix’s shareholders.

Stock Options

On August 6, 2025 and September 2, 2025, the

Company entered into several employment agreements, pursuant to which the Company granted 6,350,000

options to employees with vesting periods of 4

years and exercise price of $ 7.2

respectively.

On January 2, 2026 and March 12, 2026, the Company granted 500,000 options

each to two employees with vesting period of 3 years and 4

years and exercise price of $ 9.26

respectively.

For the three and six months ended March 31, 2026 and 2025, total stock-based compensation related to the employments

agreements was $ 1,119,097

respectively, and $ 3,128,944

respectively, and included in general and administrative expense on the accompanying unaudited condensed consolidated statements of

During the three months ended March 31, 2026, 3,600,000 unvested options

were forfeited which resulted in stock based compensation reversal of $1,733,920.

On August 6, 2025 and September 2, 2025, the Company entered into several

employment agreements, pursuant to which the Company granted 6,350,000 options to employees with vesting periods of 4 years and exercise

price of $ 7.2 and $ 9.09 , respectively.

On January 2, 2026 and March 12, 2026, the Company granted an additional 500,000 options each to

two employees with vesting period of 4 years and 4 years and exercise price of $ 9.26 and $ 7.47 , respectively.

For the three and nine months

ended June 30, 2026 and 2025, total stock-based compensation related to the employments agreements was $ 1,122,429 and $ 0 , respectively,

and $ 4,251,373 and $ 0 , respectively, and included in general and administrative expense on the accompanying unaudited condensed consolidated

statements of operations.

During the three and nine months ended June 30, 2026,

0 and 3,600,000 unvested options were forfeited which resulted in stock-based compensation reversal of $0 and $1,733,920.

On July 16, 2025, the Company entered into a consultant non statutory stock

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3.74 - 3.84 %

3.58 - 3.91 %

73.0 - 86.3 %

101.4 - 114.4 %

Expected life (years)

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Outstanding at March 31, 2026

At March 31, 2026 and September 30, 2025, the

intrinsic value of outstanding options is $ 735,000 and

$ 14,429,000 ,

Outstanding at June 30, 2026

At June 30, 2026 and September 30, 2025, the intrinsic value of outstanding

options is $ 515,000 and $ 14,429,000 , respectively.

At June 30, 2026 and September 30, 2025, 500,000 options were vested and exercisable,

respectively.

At March 31, 2026 and September 30, 2025, 500,000

options were vested and exercisable, respectively.

The Company will recognize the remaining total stock-based compensation

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The restricted stock units will vest after 1 year of service.

the three and six months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense related to the RSUs of $ 143,221

and $ 0 , respectively, and $ 188,221 and $ 0 in the six months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and September

the three and nine months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to the RSUs of $ 110,127

and $ 0 , respectively, and $ 298,348 and $ 0 in the nine months ended June 30, 2026 and 2025, respectively.

At June 30, 2026 and September

30, 2025, unearned compensation is $ 36,713 and $ 150,000 , respectively and will be recognized in the future.

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March 31, 2026

June 30, 2026

Issuance of shares to former directors

On August 9, 2025, the Company entered into compensation agreements with

three former directors, pursuant to which each director will receive $120,000 payable in cash or shares.

Two directors elected to receive

a total of $125,000 in shares and on September 10, 2025, total shares of 10,927 were issued and stock-based compensation of $125,000 related

the compensation agreements with two former directors was included in general and administrative expense on the consolidated statements

of operations during the year ended September 30, 2025.

There was no issuance of shares for the three and six months ended March 31, 2026.

August 9, 2025, the Company entered into compensation agreements with three former directors, pursuant to which each director will receive

$120,000 payable in cash or shares.

Two directors elected to receive a total of $125,000 in shares and on September 10, 2025, total shares

of 10,927 were issued and stock-based compensation of $125,000 related the compensation agreements with two former directors was included

in general and administrative expense on the consolidated statements of operations during the year ended September 30, 2025.

no issuance of shares for the three and nine months ended June 30, 2026 and 2025.

Other share issuances

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There were no issuance of shares under this

agreement for the three and six months ended March 31, 2026.

agreement for the three and nine months ended June 30, 2026.

At the close of the Reverse Acquisition, Bannix owed a vendor 22,500 shares

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the outstanding obligation.

As stated in Note 8, the Company issued 1,500,000 Common Shares pursuant

to the asset acquisition.

As stated in Note 10, on December 15, 2025, the Company issued 1,500,000

Common Shares pursuant to the asset acquisition.

On January 28, 2026, the Company issued 8,532 shares to the vendor in satisfaction

of the terms under the $75,000 RSUs issuable under the consulting arrangement (See Note 19).

of the terms under the $75,000 RSUs issuable under the consulting arrangement.

On May 7, 2026, pursuant to a May 6, 2026 consulting agreement with a vendor,

the Company issued 55,000 shares with a fair value on grant date of $331,150 for services to be rendered from May 2026 to October 2026.

For the three and nine months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense related to the agreement

of $112,384 and $0, respectively, and $112,384 and $0 in the nine months ended June 30, 2026 and 2025, respectively.

At June 30, 2026

and September 30, 2025, unearned compensation is $224,766 and $0, respectively and will be recognized in the future.

Stock-based compensation liability

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monthly payable in cash and $5,000 monthly payable in shares.

At March 31, 2026 and September 30, 2025, the $ 25,000 and $ 0 payable in

shares was not issued to the director and is included in stock-based compensation liability on the accompanying unaudited condensed consolidated

At June 30, 2026 and September 30, 2025, the $ 40,000 and $ 0 payable in shares

was not issued to the director and is included in stock-based compensation liability on the accompanying unaudited condensed consolidated

balance sheets.

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Company issued 8,352 shares to the vendor during the three months ended March 31, 2026.

There were no shares payable and unissued at March

There were no shares payable and unissued at June

30, 2026 and September 30, 2025.

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at $ 10.00 per share.

At March 31, 2026, did not issue these shares and the $ 350,000 payable in shares is included in stock-based compensation

liability on the accompanying unaudited condensed consolidated balance sheets.

At June 30, 2026, the Company had not issued these shares and the $ 350,000 payable in shares is included in stock-based

compensation liability on the accompanying unaudited condensed consolidated balance sheets.

There were no shares payable and unissued

at September 30, 2025.

At June 30,2026, $ 100,000 shares payable to

SaverOne management after the close of Tranche 2 and 3 is included in stock-based compensation liability on the accompanying

unaudited condensed consolidated balance sheets.

At June 30, 2026, the Company determined that 83,825

shares are due to SaverOne management under the value protect mechanism of the SaverOne Agreement.

The fair value of $ 360,448

of the shares is included in stock-based compensation liability on the accompanying unaudited condensed consolidated balance sheets.

There were no shares payable and unissued at September 30, 2025.

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The Company determined that the quoted price of the TFLM shares was not a reliable indicator of fair value at the measurement date as

the historical price data indicates that TFLM shares consistently reflected zero daily trading volume over an extended period.

the Company measured the TFLM shares received at par value of $0.001 per share, which was deemed the most reliable and supportable estimate

of fair value at the transaction date under ASC 820.

the historical price data indicates that TFLM shares consistently reflected very limited daily trading volume over an extended period.

Therefore, the Company measured the TFLM shares received at par value of $0.001 per share, which was deemed the most reliable and supportable

estimate of fair value at the transaction date under ASC 820.

As a result of this non-cash exchange, the Company recognized a loss on

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of operations during the year ended September 30, 2025.

At March 31, 2026 and September 30, 2025, the total par value of TFML shares of

At June 30, 2026 and September 30, 2025, the total par value of TFML shares of

$281 is recorded as investment in marketable securities available for share on the unaudited condensed consolidated balance sheets.

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For the three and

six months ended March 31, 2026, the Company incurred an additional $ 24,461 and $ 49,228 , respectively, in interest and penalties for its

nine months ended June 30, 2026, the Company incurred an additional $ 24,627 and $ 73,855 , respectively, in interest and penalties for its

failure to file and pay its taxes.

At March 31, 2026 and September 30, 2025, the total liability of $ 1,043,932 and $ 994,704 , respectively,

At June 30, 2026 and September 30, 2025, the total liability of $ 1,068,559 and $ 994,704 , respectively,

is included on the unaudited condensed consolidated balance sheets.

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decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The CODM has been identified as the Chief Financial Officer, who reviews

The CODM has been identified as the Chief Executive Officer, who reviews

the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

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of Segment Information

Three Months Ended March 31,

Six Months Ended March 31,

Three Months Ended June 30,

Nine Months Ended June 30,

Cost of goods sold

Gross Profits

Operating Expenses:

General and administrative

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Operating loss

$ ( 18,144,665 )

$ ( 146,066 )

$ ( 35,767,887 )

$ ( 492,742 )

The key metrics included in segment profit or loss reviewed by the CODM

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The CODM reviews operating costs to manage and forecast cash to ensure enough capital is available to meet operational

needs and fund research and development efforts.

needs and find research and development efforts.

The CODM also reviews operating costs to manage, maintain and enforce all contractual

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financial statements.

Latin American Government Purchase Order

On April 2, 2026, the Company announced the receipt of a signed purchase

order from a Latin American governmental public safety organization.

The order provides for the supply of drone-based operational systems

and integrated payload technologies, including long-range observation quadrotor platforms, day/night EO/IR imaging payloads, and network-based

connectivity modules.

The systems are intended to support defense, public safety, and law enforcement missions.

The purchase order contemplates a multi-phase deployment structure, with

initial deliveries expected to commence in 2026.

The completion of the order and subsequent deployment phases are subject to standard

commercial terms and customary conditions, including delivery milestones, quantity confirmations, performance, and acceptance.

has noted that there can be no assurance that the full scope of the purchase order will be completed or that all anticipated revenues

from the order will be realized.

Asset Purchase Agreement (xClibre Technology)

On April 10, 2026, the Company entered into an Asset

Purchase Agreement with Dream America Marketing Services, Ltda.

to acquire all right, title, and interest in certain intellectual property

assets related to xClibre technology.

The acquired assets consist solely of intellectual property and do not constitute a “business”

for purposes of Regulation S-X

In consideration for the assigned intellectual property, the Company

agreed to provide aggregate consideration consisting of up to 7,000,000 shares of the Company’s common stock and a $6,000,000 promissory

At the closing of the transaction, the Company issued 3,500,000 shares of common stock and executed the $6,000,000 promissory note.

The issuance of the remaining 3,500,000 contingent shares is subject to

obtaining satisfactory proof-of-concept results and Nasdaq Shareholder Approval.

The Company has agreed to use commercially reasonable

efforts to obtain this proof-of-concept approval no later than nine months following the closing date.

If the proof-of-concept approval is not obtained within this nine-month

period, the Company is required to promptly transfer 60% of the equity interests in xClibre Inc.

(a wholly-owned subsidiary holding the

acquired intellectual property) back to the seller, free and clear of all encumbrances.

In such an event, the seller’s security

interest in the equity would be released, and the seller would retain full ownership of the initial 3,500,000 closing shares and the promissory

note without any obligation to forfeit them.

No alternative consideration will be provided in lieu of the unissued contingent shares.

The Agreement contains customary representations, warranties, covenants

and indemnification provisions for a transaction of this nature.

On April 10, 2026, the transactions contemplated by the Agreement were

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.

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.

Prospectus (S1 Registration Statement)

On April 16, 2026 the Company filed a prospectus (Form S1 registration

statement) for 2,715,610 Shares of Common Stock, 2,100,000 Warrant Shares issuable upon exercise of Pre-Funded Warrant and 1,333,333 Warrant

Shares issuable upon exercise of a Warrant

This prospectus relates to the disposition from time to time by the selling

stockholders named in this prospectus (the “Selling Stockholders”) of the Company of 6,148,943 shares of our common stock,

par value $0.01 per share (our “Common Stock”) including 1,500,000 issued or to be issued pursuant to the Exchange Agreement

and the Blade Ranger Agreement as described below, (i) 1,215,610 issued or to be issued pursuant to the Exchange Agreement as described

below, (ii) 2,100,000 shares of Common Stock issuable upon exercise of Pre-Funded Warrants issued or to be issued pursuant to the Blade

Ranger Agreement and (iii) 1,333,333 shares of Common Stock issuable pursuant to a Warrant held by YA II PN Ltd.

Appointment of Independent Director and Compensatory Arrangements

Board Appointment and changes

On April 16, 2026, the Company’s Board of Directors appointed Shayna

Quinn to serve as a member of the Board.

The Board determined that Ms.

Quinn qualifies as an independent director under applicable Nasdaq

and SEC rules.

In connection with her appointment, the Company entered into an Independent

Director Engagement Agreement with Ms.

Under the terms of this agreement, she will receive the following compensation:

● Cash Retainer:

An annual cash retainer of $36,000, payable

quarterly in arrears

● Equity Awards:

An annual grant of $60,000 in shares of restricted

stock issued under the Company’s 2024 Omnibus

Equity Incentive Plan.

These awards are to be granted on or about August

1 of each year and will vest in full following twelve months of continuous service, subject to accelerated vesting in the event of a change

in control, death, or disability

Reimbursement for expenses in accordance with

standard Company policy.

On May 1, 2026, the Board of Directors (the “Board”) of the

Company approved the appointment of Atara Dzikowski as Vice President of Mergers and Acquisitions.

In connection therewith, the Company

entered into an Employment Agreement dated May 1, 2026 with Ms.

Dzikowski (the “Employment Agreement”).

In addition, the Company

Dzikowski, a current member of the Board, entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation

and Non-Competition Agreement (the “Restrictive Covenant Agreement”) and the Mutual Agreement to Arbitrate (the “Arbitration

Material terms of the Employment Agreement include an initial term of three

years commencing on April 1, 2026, with automatic one-year renewals absent thirty days’ prior written notice of non-renewal by either

party and an annual base salary of $240,000.

On the effective date, subject to prior approval by the Board or the Compensation Committee

and the terms of the Company’s 2025 Omnibus Equity Incentive Plan (or any successor plan), an award of 500,000 shares of common

stock or restricted stock units, of which 150,000 shares vest immediately upon the grant date.

The remaining 350,000 shares shall vest

upon the earlier of:

(i) time-based vesting of 100,000 shares on each of the first three (3) anniversaries of the effective date and the

final 50,000 shares on the three and one-half (3.5) year anniversary of the effective Date, or (ii) performance-based vesting tied to

consolidated revenue milestones of the Company and its subsidiaries (as determined in accordance with U.S.

generally accepted accounting

principles (“GAAP”) and reported in the Company’s periodic reports filed with the Securities and Exchange Commission):

100,000 shares upon achievement of $5,000,000 in cumulative Revenue;

an additional 100,000 shares upon achievement of $10,000,000 cumulative

an additional 100,000 shares upon achievement of $15,000,000 cumulative Revenue;

and the final 50,000 shares upon achievement

of $17,500,000 cumulative Revenue.

“Revenue” means the Company’s consolidated total revenue.

Achievement of milestones

shall be certified by the Board of Directors or Compensation Committee in its reasonable discretion.

Dzikowski will be eligible to participate in the Company’s

standard employee benefit plans made available to similarly situated executives, including medical, dental and vision insurance, short-

and long-term disability benefits, life insurance and retirement plan participation, subject to the terms of such plans as they may be

amended from time to time.

Upon termination for death, disability, for cause, resignation without good reason, or expiration of the term,

Dzikowski will be entitled to only accrued but unpaid base salary and, to the extent required by law, accrued unused paid time off.

Upon termination without cause or for good reason, the accrued benefits plus a severance payment equal to the then-current base salary,

payable within six months of termination, conditioned upon execution of a general release of claims in a form provided by the Company

and continued compliance with post-termination obligations.

Customary provisions requiring full-time devotion of efforts, exclusive employment,

and compliance with Company rules and policies.

Jez Williman executive terms change

On May 8, 2026, the Company entered into Amendment No.

1 (the “Amendment”)

to the Employment Agreement dated September 2, 2025 (the “Original Agreement”) with Jez Williman (“Executive”),

who serves as the Company’s Managing Director, UK and European Operations.

Pursuant to the Amendment:

(i) Executive’s title was updated to Managing

Director, UK and European Operations, effective as of the date of the Amendment;

(ii) Executive’s annual base salary was increased

to $200,000, effective as of May 1, 2026 and shall be increased to an annual rate of the lesser of $300,000 or fair market rate once the

Company has achieved $10,000,000 in revenue during any ninety (90) day period;

and (iii) in addition to the 250,000 options previously

granted under the Original Agreement, the Company agreed to grant Executive additional performance-based stock options under the Company’s

2025 Omnibus Equity Incentive Plan (subject to the terms of the Plan, an option agreement, and Executive’s continued service), consisting

of (a) 50,000 options upon issuance of the valid payable commercial invoice(s) for the second UGV sold, and (b) 100,000 options upon issuance

of valid payable commercial invoices cumulatively totaling $1 million.

Such additional options will be granted at an exercise price equal

to the fair market value of the Company’s common stock on the applicable grant date (determined in accordance with the Plan) and

will vest upon achievement of the respective milestone or as otherwise determined by the Board of Directors.

Changes to Board Committee Memberships

On April 22, 2026, the Board accepted the resignation of Atara Dzikowski

from the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, effective upon the commencement of

her employment as Vice President of Mergers and Acquisitions.

Dzikowski will continue to serve as a non-independent member of the

Board of Directors.

Concurrently, the Board appointed Daniel Ollech as a member of the Audit Committee, Mansour Khatib as a member of

the Compensation Committee, and Judit Nagypal as a member and Chair of the Nominating and Governance Committee, with such appointments

effective immediately upon Ms.

Dzikowski’s resignation from the respective committees.

The Board confirmed that the committees,

as reconstituted, continue to satisfy all applicable Nasdaq independence and composition requirements.

There are no family relationships among the individuals referenced above

that require disclosure under Item 404(a) of Regulation S-K.

There were no disagreements between the Company and Ms.

Dzikowski regarding

her transition or resignation from the committee positions.

Patent Filling

On April 23, 2026, the Company issued a Corporate Update press release

which included announcing the filing of a non-provisional U.S.

patent application titled “AI-Assisted Multi-Modal RF Fire Control

System for All-Domain Target Engagement” (Serial No.

19/652,090, filed April 20, 2026), claiming priority to provisional application

63/892,721 (prior provisional was filed October 3, 2025).

Potential Listing In Germany

During May 2026, the Company commenced the process of seeking registration

of its common stock for trading on the Frankfurt Stock Exchange in Germany and, in connection therewith, obtained a Legal Entity Identifier

(“LEI”) from WM Datenservice for international securities settlement and regulatory purposes.

In connection with the contemplated Frankfurt listing and expansion of

investor awareness activities in Europe, particularly within Germany, Switzerland, and Austria, the Company entered into (i) an Investor

Awareness Advisory Agreement and (ii) an Investor Awareness Services Agreement with CapitaLink Ltd, an Israeli-based investor awareness

and communications advisory firm.

Under the advisory agreement, the Company agreed to issue 55,000 restricted

shares of common stock pursuant to the Company’s 2024 Omnibus Equity Incentive Plan in consideration for advisory and investor awareness

services related to the European market and Frankfurt listing process.

The shares are subject to a 180-day lock-up and Rule 144 resale

restrictions.

Under the services agreement, CapitaLink agreed to assist the Company with

investor awareness outreach, European media distribution, informational campaign management, and administrative support relating to the

Frankfurt Stock Exchange listing process, including support associated with exchange-related requirements and fees.

The Company’s Board of Directors approved the engagements and determined

that the agreements were intended solely for investor awareness, educational outreach, and public communications purposes and did not

constitute broker-dealer, placement agent, or investment advisory activities.

Ian Share Purchase Agreement

On May 12, 2026, VisionWave Israel Ltd.

(“VW Israel”), a wholly

owned subsidiary of the Company, entered into a definitive Share Purchase and Shareholders Agreement (the “Agreement”) with

Ian Paklida (the “Seller”), pursuant to which VW Israel agreed to acquire 60% of the issued and outstanding equity interests

of VIP Lux Travel Ltd.

and PKLST Tourism and Leisure Ltd., both Israeli corporations (collectively, the “Target Companies”).

The Agreement is definitive;

however, the transaction has not yet closed.

Under the terms of the Agreement, the consideration for the acquisition

of the Target Companies will be the issuance of shares of common stock of the Company, subject to the satisfaction of various conditions

precedent and regulatory approvals.

The Agreement contemplates an aggregate transaction value of up to approximately

15 million NIS, payable in the Company shares valued at approximately USD $3 million.

The number of shares to be issued will be 513,752

shares of common stock of the Company representing $6.02 cost per share.

The Agreement includes customary representations, warranties, covenants,

indemnification provisions, confidentiality obligations, lock-up restrictions, and closing conditions.

Closing remains subject to, among

other things:

· completion of legal, financial, and operational due diligence;

· receipt of all required corporate and regulatory approvals;

· applicable tax rulings and/or approvals in Israel;

· execution and delivery of final ancillary closing documents;

·satisfaction or waiver of other customary closing conditions.

Until the closing occurs, there can be no assurance that the acquisition

will be consummated on the terms currently contemplated, or at all.

The Company intends to evaluate strategic opportunities relating to the

Target Companies’ operations and potential integration into VisionWave’s broader international business activities.

Other share issuances

Subsequent to March 31, 2026 and to the date of this

report on Form 10-Q, total of 1,010,000 shares were issued to YA II PN pursuant to the SEPA.

On May 18, 2026, the Company issued 475,590 shares

to T3 defense Inc.

pursuant to a share exchange and swap agreement dated May 17, 2026.

Distributor Agreement

On July 1, 2026, the Company entered into a Distributor Agreement (the

“Distributor Agreement”) with Stratonex Defence Technologies Ltd., a private company organized under the laws of England and

Wales (“Stratonex”).

Pursuant to the Agreement, the Company appointed Stratonex as its strategic

commercialization, integration and sovereign delivery partner for the United Kingdom, Europe and other mutually agreed markets.

The Agreement

establishes a framework pursuant to which Stratonex will identify, develop and manage commercial opportunities for the Company’s

technologies, including engagement with government, defense and institutional customers, while supporting systems integration, sovereign

deployment and commercialization of the Company’s products within the applicable territories.

The Agreement includes an opportunity registration process pursuant to

which Stratonex may register prospective commercial opportunities with the Company.

Upon written acceptance by the Company, registered

opportunities receive exclusive protection during the applicable registration period, subject to the terms and conditions of the Agreement.

The Agreement does not grant Stratonex exclusive distribution rights throughout the applicable territories and expressly reserves the

Company’s right to appoint additional distributors and market its products through other channels, except with respect to accepted

registered opportunities.

The initial term of the Agreement is two (2) years and automatically renews

for successive one-year periods unless earlier terminated in accordance with its terms.

Either party may terminate the Agreement upon

sixty (60) days’ prior written notice or earlier upon specified events of default.

The Agreement also contains customary provisions

relating to confidentiality, intellectual property ownership, export compliance, warranties, indemnification and limitations of liability.

The Agreement does not obligate Stratonex to purchase any minimum quantity

of products, does not establish minimum revenue commitments and does not obligate the Company to accept any purchase order submitted by

Product pricing will be established pursuant to quotations issued by the Company from time to time.

Ben Everitt, the founder and a 50% shareholder of Stratonex, also serves

as a member of the Company’s Advisory Board pursuant to an Advisory Board Agreement entered into in October 2025.

Everitt serves

solely as an independent advisor to the Company’s Board of Directors and is not a director, executive officer or employee of the

Everitt is a former Member of the Parliament of the United Kingdom and has more than twenty years of experience in government,

national security, defense policy and strategic advisory roles, including service on the United Kingdom Parliament’s National Security

Bill Committee and participation in the Armed Forces Parliamentary Scheme.

The Company’s Board of Directors reviewed and approved the Agreement

after considering the existing advisory relationship between the Company and Mr.

Everitt is not a member of the Company’s

Board of Directors and did not participate in the Company’s review, negotiation or approval of the Agreement.

Securities Purchase Agreement and Convertible Debentures

On July 20, 2026, the Company entered into a Securities Purchase Agreement

(the “Securities Purchase Agreement”) with YA II PN, Ltd.

(the “Investor”), an investment fund managed by Yorkville

Advisors Global, LP, pursuant to which the Company agreed to issue and sell to the Investor convertible debentures in the aggregate principal

amount of up to $15,000,000 (the “Convertible Debentures”), at a purchase price equal to 85% of the principal amount thereof,

in two tranches.

The first tranche, in the principal amount of $10,000,000, closed on July 20, 2026 (the “First Closing”).

The second tranche, in the principal amount of $5,000,000, will close upon the effectiveness of the initial registration statement described

below under “Registration Rights Agreement.” The Company also paid the Investor a non-refundable due diligence fee of $50,000,

which was netted from the proceeds of the First Closing.

The Company intends to use the net proceeds of the offering for working capital

and general corporate purposes.

The Convertible Debentures bear interest at a rate of 5.00% per annum (which

increases to 18.00% per annum during the continuance of an event of default), calculated on the basis of a 365-day year, and mature on

July 20, 2027.

Beginning on December 30, 2026, and on the same day of each calendar month thereafter, the Company is required to repay

the Convertible Debentures in monthly installments of $1,750,000 of principal, plus a payment premium equal to 2% of the principal amount

being paid and accrued and unpaid interest.

Installment amounts are payable, at the Company’s option, in cash or by offset against

the proceeds of one or more advances under the Company’s Standby Equity Purchase Agreement with the Investor, dated July 25, 2025,

as amended (the “SEPA”).

While the Convertible Debentures are outstanding, any advances under the SEPA must use the three-day

pricing option provided for therein, and payments in excess of the installment amount then due are not subject to the payment premium.

The Company may redeem amounts outstanding under the Convertible Debentures prior to maturity at any time upon advance notice by paying

the principal amount being redeemed, a redemption premium equal to 5% of such principal amount, and accrued and unpaid interest.

The Convertible Debentures are convertible at the option of the Investor

into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a fixed conversion price

of $5.00 per share.

Upon the occurrence and during the continuance of an event of default, the Investor may convert at the lower of such

fixed price or a variable price equal to 90% of the lowest daily volume-weighted average price of the Common Stock during the ten trading

days immediately preceding the conversion date, subject to a floor price of $0.702 per share.

The Investor may not convert the Convertible

Debentures (or exercise the Warrants described below) to the extent that, after giving effect thereto, the Investor and its affiliates

would beneficially own more than 4.99% of the outstanding Common Stock.

The Convertible Debentures also may not be converted, and the

Warrants may not be exercised, to the extent the shares issuable would exceed the aggregate number of shares of Common Stock that the

Company may issue under the applicable rules of The Nasdaq Stock Market LLC (the “Exchange Cap”), unless the Company’s

stockholders approve issuances in excess of the Exchange Cap.

The Securities Purchase Agreement contains customary representations, warranties

and covenants of the Company, including, among other things, covenants that, while the Convertible Debentures are outstanding and subject

to specified exceptions, restrict the Company’s ability to enter into variable rate transactions (other than pursuant to the SEPA),

incur additional indebtedness or grant liens, effect discounted offerings, and make payments on certain related-party indebtedness.

of the transaction was conditioned upon, among other things, the delivery of consent and deferral agreements by the holders of certain

outstanding promissory notes issued by the Company.

In connection with the Securities Purchase Agreement, the Company issued

to the Investor warrants (the “Warrants”) to purchase up to 1,800,000 shares of Common Stock at an exercise price of $5.00

The Warrants are exercisable upon issuance and expire 36 months after the date of issuance.

The Warrants are exercisable for

cash, provided that if, after the six-month anniversary of the date of the Securities Purchase Agreement, a registration statement covering

the resale of the shares underlying the Warrants is not available, the Warrants may be exercised on a cashless basis.

Registration Rights Agreement

In connection with the Securities Purchase Agreement, the Company entered

into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), pursuant to which the Company

agreed to file with the Securities and Exchange Commission (the “SEC”) an initial registration statement covering the resale

of the shares of Common Stock issuable upon conversion of the Convertible Debentures and exercise of the Warrants, together with certain

additional shares issuable under the SEPA, within 60 days, and to use commercially reasonable efforts to cause such registration statement

to be declared effective within the deadlines specified therein and to maintain its effectiveness until the registrable securities have

been sold or may be sold without restriction under Rule 144.

Global Guaranty Agreement

In connection with the Securities Purchase Agreement, certain subsidiaries

of the Company receiving proceeds of the Convertible Debentures, consisting of VisionWave Technologies, Inc., VisionWave Holdings UK Ltd

and Solar Drone Ltd., entered into a Global Guaranty Agreement in favor of the Investor (the “Guaranty”), pursuant to which

such subsidiaries, jointly and severally, guaranteed the payment obligations of the Company under the Convertible Debentures and the related

transaction documents.

Consent and Deferral Letter Agreements

On July 20, 2026, as a condition to the First Closing, the Company entered

into side letter agreements (the “Consent and Deferral Letters”) with each of Dream America Marketing Services, Ltda.

America”), the holder of a promissory note issued by the Company on April 10, 2026 in the original principal amount of $6,000,000,

and Adrian Holdings S.R.L.

(“Adrian”), the holder of a promissory note issued by the Company on January 5, 2026 in the original

principal amount of $10,000,000.

Pursuant to the Consent and Deferral Letters, each of Dream America and Adrian has agreed, until the

obligations under the Convertible Debentures have been indefeasibly paid in full, (i) not to demand, request, accept, receive or apply

any cash payments from the Company in respect of its promissory note (including payments of principal, interest, fees, default interest,

premiums, costs or expenses), with any such payments received to be returned to the Company or held in suspense unless otherwise consented

to in writing by the Investor, and (ii) to forbear from exercising its rights and remedies upon the occurrence of any default under its

promissory note.

Each of Dream America and Adrian has also consented to the Company’s incurrence of the indebtedness under the Convertible

Debentures and to the payments required to be made thereunder, whether made in cash or through the issuance and sale of shares of Common

Stock and the use of the proceeds of such issuances and sales to repay the Convertible Debentures.

Except as set forth in the Consent

and Deferral Letters, the terms of such promissory notes remain in full force and effect.

Extension of Maturity of SEPA Promissory Notes

On July 20, 2026, the Investor, as holder of the promissory notes issued

by the Company in connection with prepaid advances under the SEPA on July 25, 2025 (in the original principal amount of $3,000,000) and

September 11, 2025 (in the original principal amount of $2,000,000) (collectively, the “SEPA Notes”), delivered to the Company

written notice of its election, pursuant to the terms of the SEPA Notes, to extend the maturity date of the SEPA Notes to January 25,

2027 (the “Maturity Extension”), which extension the Company acknowledged and agreed.

Termination of Term Sheet with Lucky

On July 24, 2026, the Company determined that continuing to pursue the

proposed transaction with Lucky Whale would not be in the best interests of the Company or its shareholders.

Accordingly, the Company

has notified Lucky Whale Production Limited that it has elected not to proceed with the transaction contemplated by the previously announced

term sheet and does not intend to negotiate or execute definitive agreements relating to the proposed project.

C.M Composite Side Letter

On July 28, 2026, the Company entered into a side letter (the “Side

Letter”) with the Seller and C.M.

Composite, pursuant to which the parties agreed to extend (i) the Belrise Long-Stop Date from

March 31, 2026 to December 31, 2026, effective retroactively as of March 31, 2026, and (ii) the Outside Closing Date from June 30, 2026

to December 31, 2026, effective retroactively as of June 30, 2026.

Accordingly, the Company is entitled to terminate the Share Purchase

Agreement, without liability, if the Belrise Condition has not been satisfied (or waived by the Company in its sole and absolute discretion)

on or before December 31, 2026, provided that the Company may not so terminate if it is then in material breach of its obligations under

the Share Purchase Agreement, and the Closing shall take place no later than December 31, 2026 (or such later date as may be mutually

agreed in writing by the parties);

provided, that in no event shall the Closing occur unless and until the Belrise Condition has been

satisfied (or waived by the Company in its sole and absolute discretion).

Under the Side Letter, each party acknowledged that no party has exercised,

or shall be deemed to have exercised, any right of termination under the Share Purchase Agreement arising from the failure of the Belrise

Condition to be satisfied on or before March 31, 2026 or the failure of the Closing to occur on or before June 30, 2026, and each party

irrevocably waived any right to terminate the Share Purchase Agreement, and any claim, right or remedy, in each case solely to the extent

arising from the passage of the original Belrise Long-Stop Date or the original Outside Closing Date prior to the date of the Side Letter.

The Side Letter does not waive the Belrise Condition itself, which remains a condition precedent to the Company’s obligation to

consummate the Closing.

Except as expressly set forth in the Side Letter, the Share Purchase Agreement and each other agreement, instrument

and document executed in connection therewith remain unmodified and in full force and effect.

D-Fence Term Sheet

On August 2, 2026, VisionWave Holdings, Inc.

“Company” or “VisionWave”) entered into a term sheet (the “Term Sheet”) with D-Fence Electronic Fencing

(“D-Fence”), an Israeli developer of artificial intelligence-powered perimeter security and electronic fencing

systems, providing the framework for VisionWave’s proposed acquisition of a controlling equity interest in D-Fence.

The Term Sheet

is binding upon the parties only with respect to its provisions relating to exclusivity, confidentiality, expenses, governing law and

the remaining provisions of the Term Sheet, including those describing the structure and terms of the proposed transaction,

are non-binding and are subject in all respects to the negotiation and execution of a definitive share purchase agreement (the “Definitive

Pursuant to the Term Sheet, VisionWave intends to

acquire at least fifty-one percent (51%) of the outstanding equity interests of D-Fence in exchange for shares of VisionWave common stock.

VisionWave will also receive an option, exercisable for a period of two years following the initial closing, to acquire the remaining

forty-nine percent (49%) of D-Fence.

The Term Sheet contemplates an implied valuation of approximately $5 million for the initial acquisition,

with the remaining equity subject to an implied valuation of approximately $20 million.

The Term Sheet provides that no cash consideration

will be paid to the D-Fence shareholders.

VisionWave may, however, provide up to $1,000,000 per year to D-Fence in the form of a loan

to fund contract execution and approved operating expenses, which D-Fence will be obligated to repay from available funds in accordance

with the terms of such loan.

Any shares of VisionWave common stock issued in connection with the proposed transaction are expected to

be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”), in reliance on Section 4(a)(2) thereof and/or Regulation D thereunder, and the closing of the proposed transaction will be

subject to approval by the Company’s stockholders in accordance with applicable Nasdaq listing rules.

The Term Sheet also provides for a price protection

mechanism pursuant to which, if within six months following the closing the price or implied valuation of the Company’s common stock

is lower than the implied per-share valuation at the closing, the exchange ratio will be retroactively adjusted and the Company will issue,

for no additional consideration, additional shares of common stock to the former D-Fence shareholders in an amount sufficient to preserve

the total transaction value agreed upon at the closing.

Any such additional issuance would result in dilution to the Company’s existing

stockholders.

In addition, the Term Sheet contemplates that the

Definitive Agreement will provide the D-Fence shareholders with customary registration rights, including the obligation of the Company

to file a resale registration statement on Form S-1 (or Form S-3, if eligible) within 90 calendar days following the closing and to use

its best efforts to cause such registration statement to be declared effective within 180 calendar days following the closing, together

with one demand registration right, customary piggy-back registration rights, a lock-up of 180 days from effectiveness and customary indemnification

The Term Sheet further contemplates that Uriel Bin and Max Nudelman will remain in their positions with D-Fence for a period

of four years following the closing.

The Term Sheet grants the Company exclusivity through

September 30, 2026 and contemplates that the Definitive Agreement will be executed no later than September 30, 2026, with the closing

to occur no later than October 15, 2026, subject to extension by mutual written consent to a date no later than October 31, 2026.

Term Sheet may be terminated by either party upon written notice if the Definitive Agreement is not executed by September 30, 2026 or

if any condition precedent becomes incapable of satisfaction.

Hen Basketball Haifa Club

Sponsorship Agreement

On August 5, 2026, the Company entered into a Sponsorship Agreement (the “Sponsorship

Agreement”) with Hen Basketball Haifa Club, a registered association organized under the laws of the State of Israel (the “Club”),

a professional basketball club competing in the Israeli basketball leagues.

Pursuant to the Sponsorship Agreement, the Company will serve

as the main sponsor of the Club for the 2026-2027 basketball season, and will receive sponsorship and promotional rights that include,

among other things, display of the Company’s logo on the Club’s official playing jerseys, use of the Company’s logo

on the Club’s official marketing materials, website and social media channels, and acknowledgment of the Company as the Club’s

main sponsor in official publications and sponsor listings.

The Sponsorship Agreement remains in effect until the conclusion of the 2026-2027

basketball season, unless earlier terminated in accordance with its terms.

As consideration for the sponsorship

rights granted to the Company, the Company agreed to issue to the Club 2,000,000 newly issued shares of the Company’s common stock,

par value $0.01 per share (the “Shares”).

The Shares will constitute “restricted

securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), will

bear a customary restrictive legend, and will be subject to a six-month holding period under Rule 144.

Following expiration of the applicable

holding period, the Club may not sell, on any single trading day, a number of Shares exceeding ten percent (10%) of the average daily

trading volume of the Company’s common stock for the ten (10) trading days preceding the date of such sale.

The Club has no registration

rights with respect to the Shares, and has agreed not to engage in any short sales of, or hedging or derivative transactions with respect

to, the Company’s common stock while it holds any Shares.

The Sponsorship Agreement contains

customary representations, warranties and covenants of the parties.

Either party may terminate the Sponsorship Agreement upon an uncured

material breach by the other party, and the Company may terminate the Sponsorship Agreement with immediate effect in the event of conduct

by the Club that brings, or is reasonably likely to bring, the Company into public disrepute.

If the Sponsorship Agreement is terminated

by the Company prior to the conclusion of the 2026-2027 season as a result of the Club’s material breach or such conduct, the Club

is required to return to the Company a pro-rata portion of the Shares corresponding to the unexpired portion of the term (or to pay the

Company the value thereof).

Termination of Agreement with Meteor

On August 13, 2026, the Company delivered to Meteor

a written notice terminating the Agreement, entered in on June 29, 2026, effective immediately (the “Termination Notice”).

The Company terminated the Agreement following its due diligence review

Conversion of Convertible

Promissory Note

On August 17, 2026, YA II PN,

(“YA”) delivered a conversion notice to the Company pursuant to Convertible Promissory Note No.

VWAV-2, dated September

Pursuant to the conversion notice, YA elected to convert $1,250,000 of outstanding principal and $112,109.59 of accrued interest,

representing an aggregate conversion amount of $1,362,109.59.

In accordance with the terms

of the Note, the applicable conversion price was $1.00 per share, resulting in the issuance of 1,362,109 shares of the Company’s

common stock to YA.

Following the conversion, $750,000 of principal remained outstanding under the Note.

Additional Share Issuances

Subsequent to June 30, 2026 and to the date of this Report on Form 10Q,

the Company issued an additional 1,510,000 shares under the SEPA.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements