What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-08-19 compared with 2026-05-20 · 83 added, 120 removed, 196 unchanged (51% of the section changed)

Other Information

During the three and six months ended March 31, 2026, no director or officer

During the three and nine months ended June 30, 2026, no director or officer

of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

53 unchanged sentences

1 to the Employment

Agreement dated September 2, 2025 with Jez Williman.

Agreement dated September 2, 2025 with Jez Willman.

The Amendment updates Mr.

Williman’s title to Managing Director, UK and European

Willman’s title to Managing Director, UK and European

Operations, increases his annual base salary to $200,000 effective May 1, 2026, and provides for additional performance-based stock option

10 unchanged sentences

Consultant at Windels Marx (Transportation Sector), leading post-deal integration efforts, stakeholder coordination, and regulatory compliance

Previously, she was Director, Business Development & Head of Market Expansion & Integrations at Kaptyn (2020–2023),

Previously, she was Director, Business Development & Head of Market Expansion & Integrations at Kaplan (2020–2023),

where she oversaw new market launches, acquisition due diligence, merger integration planning, and multi-regional team leadership.

32 unchanged sentences

stock (the “Contingent Shares”) is subject to (i) satisfactory proof-of-concept results and (ii) Nasdaq Shareholder Approval

under Nasdaq Listing Rule 5635.

The Company has agreed to use its commercially reasonable efforts to obtain such proof-of-concept approval

(the “POC Approval”) as soon as practicable following the Closing, and in no event later than nine (9) months after the Closing

under Nasdaq Marketplace Rule 5635.

The Company has agreed to use its commercially reasonable efforts to obtain such proof-of-concept

approval (the “POC Approval”) as soon as practicable following the Closing, and in no event later than nine (9) months after

the Closing Date.

The Company has also agreed to use reasonable best efforts to obtain Nasdaq Shareholder Approval.

If proof-of-concept approval is

not obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%) of the equity

interests in xClibre Inc., a wholly-owned subsidiary of the Company to which the acquired intellectual property assets will have been

assigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions under applicable

securities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released, and (iii) the Seller

shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any obligation

to return, cancel, or forfeit the same.

For the avoidance of doubt, in such event, no alternative consideration will be provided in lieu

of the Contingent Shares.

An independent third-party valuation by BDO Consulting Group assessed the

xClibre intellectual property at approximately $60 million as of April 10, 2026, based on certain assumptions regarding future development

success, market adoption, and discount rates.

This valuation is not a guarantee of realizable value and is subject to significant risks,

including potential impairment if development milestones are not met.

The Company’s Board was provided also with a fairness opinion

by BDO Consulting Group for the structure and the value of the transaction.

The Company’s Board of Directors reviewed this valuation

and determined that the transaction is fair to, and in the best interests of, the Company and its stockholders.

If proof-of-concept

approval is not obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%)

of the equity interests in xClibre Inc., a wholly-owned subsidiary of the Company to which the acquired intellectual property assets will

have been assigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions under

applicable securities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released, and (iii)

the Seller shall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any

obligation to return, cancel, or forfeit the same.

For the avoidance of doubt, in such event, no alternative consideration will be provided

in lieu of the Contingent Shares.

The Agreement contains customary representations, warranties, covenants

3 unchanged sentences

Incorporated by Reference

Schedule/ Form

Merger Agreement and Plan of Reorganization by and among Bannix Acquisition Corp., VisionWave Holdings, Inc., BNIX Merger Sub, Inc.

Merger Agreement and Plan of Reorganization, dated September 6, 2024, by and among Bannix Acquisition Corp., VisionWave Holdings, Inc., BNIX Merger Sub, Inc.

and BNIX VW Merger Sub, Inc.

dated September 6, 2024 (included as Annex A to the proxy statement/prospectus)

April 18, 2025

(included as Annex A to the proxy statement/prospectus)

Asset Purchase Agreement, dated as of January 5, 2026, by and between VisionWave Holdings, Inc.

and Adrian Holdings S.R.L.

January 7, 2026

Assert Purchase Agreement dated as of April 10, 2026, by and between VisionWave Holdings, Inc.

and Dream America Marketing Services, Ltds.

April 13, 2026

(QuantumSpeed)

Asset Purchase Agreement, dated as of April 10, 2026, by and between VisionWave Holdings, Inc.

and Dream America Marketing Services, Ltda.

Acquisition Agreement, dated June 29, 2026, by and among VisionWave Holdings, Inc., Meteor Aerospace Ltd.

and the shareholders of Meteor Aerospace Ltd.

(or incorporated by reference to a Current Report on Form 8-K if filed prior to this Report)

Amended and Restated Certificate of Incorporation of VisionWave Holdings, Inc.

July 14, 2025

Bylaws of VisionWave Holdings, Inc.

July 14, 2025

Amended and Restated Bylaws of VisionWave Holdings, Inc.

December 10, 2025

Form of Pre-Funded Common Stock Purchase Warrant issued to Blade Ranger Ltd.

December 17, 2025

Form of Pre-Funded Common Stock Purchase Warrant issued to BladeRanger Ltd.

Form of Warrant to Purchase Common Shares, dated February 26, 2026

February 27, 2026

Form of Convertible Debenture issued to YA II PN, Ltd.

pursuant to the Securities Purchase Agreement dated July 20, 2026

Warrant to purchase 1,800,000 shares of Common Stock issued to YA II PN, Ltd., dated July 20, 2026

VisionWave Holdings, Inc.

2024 Incentive Equity Plan

July 14, 2025

2024 Omnibus Equity Incentive Plan

Standby Equity Purchase Agreement, dated July 25, 2025, between VisionWave Holdings, Inc.

and YA II PN, Ltd.

July 28, 2025

Form of Convertible Promissory Notes issued to YA II PN, Ltd.

July 28, 2025

Registration Rights Agreement, dated July 25, 2025, between VisionWave Holdings, Inc.

and YA II PN, Ltd.

July 28, 2025

Global Guaranty Agreement by VisionWave Technologies, Inc.

in favor of YA II PN, LTD.

dated July 25, 2025

July 28, 2025

in favor of YA II PN, Ltd., dated July 25, 2025

VisionWave Holdings, Inc.

2025 Omnibus Equity Incentive Plan

August 6, 2025

Employment Agreement, dated August 6, 2025, by and between the Company and Douglas Davis

August 6, 2025

Employment Agreement, dated August 6, 2025, by and between the Company and Noam Kenig

August 6, 2025

Employment Agreement, dated August 6, 2025, by and between the Company and Danny Rittman

August 6, 2025

Form of Nonstatutory Stock Option Agreement, dated August 6, 2025

August 6, 2025

Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement

August 6, 2025

Form of Mutual Agreement to Arbitrate

August 6, 2025

Form of Securities Purchase Agreement, dated July 15, 2025

August 19, 2025

Form of Promissory Note, dated July 15, 2025

August 19, 2025

Strategic Joint Venture Agreement, dated August 25, 2025, by and among VisionWave Holdings, Inc., AIPHEX LTD, GBT Tokenize Corp., and GBT Technologies, Inc.

August 26, 2025

Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval - CRO

September 3, 2025

Employment Agreement, dated September 2, 2025, by and between the Company and David Allon - COO

September 3, 2025

Employment Agreement, dated September 2, 2025, by and between the Company and Jez Williman - Senior Systems Engineer – UGV

September 3, 2025

Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval

Employment Agreement, dated September 2, 2025, by and between the Company and David Allon

Employment Agreement, dated September 2, 2025, by and between the Company and Jez Willman

Form of Nonstatutory Stock Option Agreement

September 3, 2025

Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc.

and VEDA Aeronautics Private Limited

September 5, 2025

Letter Agreement, dated September 11, 2025, between VisionWave Holdings, Inc.

and YA II PN, Ltd.

September 12, 2025

Convertible Promissory Note, dated September 11, 2025, issued by VisionWave Holdings, Inc.

to YA II PN, Ltd.

September 12, 2025

Form of Convertible Promissory Note to be issued by VisionWave Holdings, Inc.

to YA II PN, Ltd.

September 12, 2025

Form of Independent Director Engagement Agreement

September 12, 2025

Form of Compensation Agreement between VisionWave Holdings, Inc.

and former directors of Bannix Acquisition Corp.

September 12, 2025

Consulting Agreement, dated September 26, 2025, by and between VisionWave Holdings, Inc.

and Crypto Treasury Management Group, LLC

September 30, 2025

Order Form between VisionWave Holdings, Inc.

and PVML Ltd., dated October 5, 2025 (effective October 9, 2025)

October 9, 2025

Share Purchase Agreement, dated as of December 3, 2025, by and among VisionWave Holdings, Inc., Blade Ranger Ltd., and Solar Drone Ltd.

December 3, 2025

Share Purchase Agreement, dated as of December 3, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd.

Promissory Note, dated December 26, 2025, by and between VisionWave Holdings, Inc.

Composite Materials Ltd.

December 30, 2025

Amendment No.

1 to Share Purchase Agreement, dated as of December 15, 2025, by and among VisionWave Holdings, Inc., Blade Ranger Ltd., and Solar Drone Ltd.

December 17, 2025

1 to Share Purchase Agreement, dated as of December 15, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd.

Promissory Note, dated January 5, 2026, issued to Adrian Holdings S.R.L.

January 7, 2026

Employment Agreement, dated January 2, 2026, by and between the Company and Erik Klinger

January 7, 2026

Strategic Joint Venture Agreement, dated January 9, 2026, by and among VisionWave Holdings, Inc., BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc.

January 12, 2026

Amendment No.

1 unchanged sentence

and YA II PN, Ltd.

January 23, 2026

Standby Equity Purchase Agreement, dated as of July 25, 2025, by and between VisionWave Holdings, Inc.

and YA II PN, Ltd., as amended by Amendment No.

1 dated as of January 14, 2026 (redlined to show changes).

January 23, 2026

(conform date to executed document;

Notes and MD&A state January 19, 2026)

Exchange Agreement, dated January 26, 2026, by and between VisionWave Holdings, Inc.

and SaverOne 2014 Ltd.

January 26, 2026

Promissory Note, dated February 4, 2026, by and between VisionWave Holdings, Inc.

Composite Materials Ltd.

February 4, 2026

Statement of Work between VisionWave Holdings, Inc.

and q Speed Bitcoin LLC, dated February 17, 2026

February 17, 2026

Investment and Share Purchase Agreement, dated February 20, 2026, by and among VisionWave Holdings, Inc., Matania (Mati) Moskovich, and C.M.

Investment and Share Purchase Agreement, dated as of February 20, 2026, by and among VisionWave Holdings, Inc., Matania (Mati) Moskovich and C.M.

Composite Materials Ltd.

(solely for acknowledgment and certain covenants)

February 23, 2026

Loan Agreement, dated February 20, 2026, by and between VisionWave Holdings, Inc.

Loan Agreement, dated as of February 20, 2026, by and between VisionWave Holdings, Inc.

Composite Materials Ltd.

February 23, 2026

Letter Agreement, dated February 26, 2026, by and between the Company and YA II PN, Ltd.

February 27, 2026

Promissory Note, dated February 26, 2026, issued by the Company to YA II PN, Ltd.

February 27, 2026

Global Guaranty Agreement, dated February 26, 2026

February 27, 2026

First Amendment to Investment and Share Purchase Agreement, dated February 26, 2026

February 27, 2026

Letter Agreement, dated February 26, 2026, between VisionWave Holdings, Inc.

and YA II PN, Ltd.

($20,000,000 senior loan), and related Promissory Note

Side Letter, dated March 11, 2026, by and among VisionWave Holdings, Inc., C.M.

Composite Materials Ltd., Giza Zinger Even Mezzanine, Limited Partnership and Matania (Mati) Moskovitch

March 16, 2026

Letter of Engagement, dated March 18, 2026, by and between VisionWave Holdings, Inc.

and the National Oil Company of Liberia (NOCAL)

March 24, 2026

Employment Agreement dated May 1, 2026, by and between the Company and Atara Dzikowski.

Promissory Note dated April 10, 2026 issued to Dream America Marketing Services, Ltds.

April 13, 2026

Consulting and Share Purchase Agreement, dated March 11, 2026, by and between Solar Drone Ltd.

Amos Cohen (Junko Solar Ltd.)

Intentionally left blank

Promissory Note, dated April 10, 2026, in the principal amount of $6,000,000 issued to Dream America Marketing Services, Ltda.

Independent Director Engagement Agreement, dated April 16, 2026, between the Company and Shayna Quinn

Employment Agreement, dated May 1, 2026, between the Company and Atara Dzikowski

Amendment No.

1, dated May 8, 2026, to Employment Agreement dated September 2, 2025 with Jez Willman

Share Purchase and Shareholders Agreement, dated May 12, 2026, by and between VisionWave Israel Ltd.

Ian Paklida (VIP Lux Travel Ltd.

and PKLST Tourism and Leisure Ltd.)

Share Exchange and Swap Agreement, dated May 17, 2026, by and between VisionWave Holdings, Inc.

and T3 Defense Inc.

Employment Agreement, dated June 1, 2026, between VisionWave IL Ltd.

and Einav Eliraz

Securities Exchange Agreement, dated June 2, 2026, by and between VisionWave Holdings, Inc.

and Foresight Autonomous Holdings Ltd.

Amendment No.

1, dated June 11, 2026, to Employment Agreement dated August 6, 2025 with Danny Rittman

Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement, dated June 22, 2026, by and between VisionWave Holdings, Inc.

and Adrian Holdings S.R.L.

Intentionally left blank

Securities Purchase Agreement, dated July 20, 2026, between VisionWave Holdings, Inc.

and YA II PN, Ltd.

Registration Rights Agreement, dated July 20, 2026, between VisionWave Holdings, Inc.

and YA II PN, Ltd.

Global Guaranty Agreement, dated July 20, 2026, by VisionWave Technologies, Inc., VisionWave Holdings UK Ltd and Solar Drone Ltd.

in favor of YA II PN, Ltd.

Consent and Deferral Letter Agreements, dated July 20, 2026, with each of Dream America Marketing Services, Ltda.

and Adrian Holdings S.R.L.

Side Letter, dated July 28, 2026, by and among VisionWave Holdings, Inc., Matania (Mati) Moskovich and C.M.

Composite Materials Ltd.

Sponsorship Agreement, dated August 5, 2026, by and between VisionWave Holdings, Inc.

and Hen Basketball Haifa Club

Code of Ethics of VisionWave Holdings Inc.

July 22, 2025

List of Subsidiaries

August 29 2025

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

Compensation Recovery Policy of VisionWave Holdings Inc., effective May 29, 2025

July 22, 2025

Policy on Granting Equity Awards of VisionWave Holdings Inc., adopted July 16, 2025

July 22, 2025

Insider Trading Policy of VisionWave Holdings Inc., adopted July 16, 2025

July 22, 2025

Business Development Committee Charter of VisionWave Holdings Inc., adopted December 8, 2025

December 10, 2025

Inline XBRL Instance Document

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

4 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

A copy of any omitted portions will be furnished to the SEC upon request.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VISIONWAVE HOLDINGS, INC.

August 19,2026

/s/ Douglas Davis

3 unchanged sentences

VISIONWAVE HOLDINGS, INC.

August 19, 2026

/s/ Erik Klinger

2 unchanged sentences

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 5. Other Information