VisionWave Holdings, Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)” should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2026 and 2025, and our audited financial statements as of the year ended September 30, 2025, included in Form 10-K filed with the Securities and Exchange Commission (“SEC”) on December 31, 2025. This discussion includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included herein. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. 65 Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “VW Holdings,” “we”, “us”, “our”, and the “Company” are intended to refer to (i) following the Reverse Acquisition (as defined below), the business and operations of VisionWave Holdings, Inc and its consolidated subsidiaries, and (ii) prior to the Reverse Acquisition, VisionWave Technologies, Inc. Overview VisionWave through its wholly owned subsidiaries VisionWave Technologies Inc., a Nevada corporation (“VisionWave Technologies”), and Solar Drone, Ltd., an Israeli corporation (“Solar Drone”), is at the forefront of developing advanced capabilities for defense and commercial applications by integrating artificial intelligence (AI), computational acceleration, and autonomous solutions across unmanned vehicles for air, ground, and sea domains. Our core technologies—including high-resolution radars, advanced vision systems, proprietary VisionRF™ radio frequency (RF) sensing platforms, qSpeed™ computational acceleration, and the Stratum™ AI platform for autonomy and mission control—will enhance operational efficiency, precision, and real-time decision-making for military, homeland security, and dual-use commercial applications worldwide. From tactical ground vehicles and unmanned systems to precision weapon control and multi-domain sensing solutions, we intend to develop reliable, high-performance technologies that will operate effectively in contested and challenging environments. Headquartered in the United States with research and development activities supporting our platform, we intend to position ourselves to serve global defense and infrastructure markets. Since the formation of VisionWave Technologies in March 2024 and our subsequent public listing via business combination, we have pursued aggressive commercialization of our proprietary and acquired technologies, with a primary focus on defense, surveillance, homeland security, and scalable commercial applications (including solar infrastructure automation). We maintain a growing portfolio of patented and patent-pending solutions. To accelerate this strategy, we have executed multiple strategic acquisitions, asset purchases, joint ventures, and equity exchanges since late 2025, including the QuantumSpeed intellectual property assets (computational acceleration technology); a staged strategic equity exchange with SaverOne 2014 Ltd., establishing SaverOne as the core operating platform for our RF-based defense and security technologies; the acquisition of an IP asset from Blade Ranger, vested under a Company name Solar Drone Ltd (drone technologies); a 51% controlling stake (not closed yet) in C.M. Composite Materials Ltd., an Israeli aerospace-certified composite manufacturer supplying structural components for advanced defense systems (subject to the JV Condition in India and other closing conditions, with targeted closing by September 30, 2026); the Solar Drone subsidiary’s acquisition of a 51% interest in Junko Solar Ltd. (solar panel maintenance and cleaning services); the xClibre intellectual property a video intelligence IP assets, and entry into a Letter of Engagement with the National Oil Company of Liberia for offshore petroleum blocks (subject to regulatory and legislative approvals). These transactions will expand our technology portfolio, manufacturing capabilities, and market reach while integrating complementary RF sensing, composite materials, autonomous platforms, and infrastructure solutions. Integration of these acquired assets is ongoing and subject to the risks and challenges described elsewhere in this report. Our business model emphasizes innovation, strategic partnerships, manufacturing excellence, and licensing. We intend to license proprietary technologies (including VisionRF™, qSpeed™,) to defense contractors, government agencies, and industry partners for seamless integration into their systems. We will also sell finished products—such as unmanned aerial/ground vehicles, advanced radar and RF platforms, tactical mobility systems, and solar drone solutions—directly to defense, homeland security, and industrial customers. Strategic alliances and joint ventures will support co-development of customized solutions and expansion into global markets. 66 We have developed product lines that have reached the prototype or advanced development stage across autonomous platforms, sensing systems, and tactical solutions. Several of these have achieved technology readiness levels validated through simulated testing, demonstrations, and trials with targeted clients and defense contractors. “Ready for deployment” means we possess the technological capability to manufacture and deliver customized solutions upon receipt of customer orders; it does not imply existing inventory. Client-specific adaptations (e.g., payload configurations, platform integrations) will be addressed through Non-Refundable Engineering (NRE) efforts following orders. No development costs have been accrued in advance of pilot orders or production commencement. We intend to transition these products into full-scale manufacturing once customer requirements are fully addressed, final validations are completed, and operational readiness is confirmed. Transition to manufacturing will remain subject to successful final validations, customer requirements, operational readiness confirmation, and—critically—securing sufficient financing and large-scale purchase orders, of which there can be no assurance. To support our growth initiatives, commercialization efforts, and integration of recent acquisitions, we have entered into updated financing arrangements with YA II PN, Ltd. (“YA II”). These include a Standby Equity Purchase Agreement (SEPA) providing up to $50 million in equity financing (amended January 19, 2026, including modifications to amortization and registration-related events) and a $20 million senior secured loan closed and funded in late February 2026 (12-month maturity, 15% original issue discount, 0% interest absent default, monthly amortization commencing 60 days after issuance, optional redemption rights, and accompanying warrants). These facilities, together with prior convertible note advances, provide critical near-term liquidity while we pursue customer contracts, milestone achievements under our strategic transactions, and additional capital as needed. This multi-faceted approach—combining internal development, strategic M&A, partnerships, and targeted financing—reflects our commitment to balancing near-term commercialization opportunities with sustained innovation. We intend to deliver mission-critical solutions that will address evolving defense and infrastructure demands while prudently managing the execution risks inherent in our rapid growth strategy. Recent Developments Amended and Restated Bylaws On December 8, 2025, the Board unanimously approved and adopted Amended and Restated By-Laws of the Company (the “Amended and Restated By-Laws”), effective immediately. The only substantive change effected by the Amended and Restated By-Laws is to reduce the quorum required for the transaction of business at stockholder meetings from a majority to 33.3% of the shares entitled to vote at such meetings, as permitted under the Delaware General Corporation Law. Business Development Committee On December 8, 2025, the Board established a Business Development Committee of the Board and adopted a written charter for the committee. The Business Development Committee is tasked with assisting the Board in identifying, evaluating, and developing strategic business development opportunities, including mergers, acquisitions, joint ventures, strategic partnerships, licensing arrangements, and other growth initiatives. The Board appointed Judit Nagypal and Ms. Dzikowski, each independent directors of the Company, as the initial members and Ms. Dzikowski shall serve as the Chairperson of the Business Development Committee. VisionWave has business development personnel located in the U.S., the UK, France and Israel. QuantumSpeed IP Asset Acquisition On January 5, 2026, the Company entered into an Asset Purchase Agreement (the “Adrian Asset Purchase Agreement”) with Adrian Holdings S.R.L., a Costa Rican company (“Adrian”). Pursuant to the Adrian Asset Purchase Agreement, the Company agreed to acquire from Adrian, and Adrian agreed to sell, transfer, convey and assign to the Company, all right, title and interest in and to certain intellectual property assets related to the technology known as QuantumSpeed (the “Assigned IP”), as more fully described in the Adrian Asset Purchase Agreement. 67 In consideration for the Assigned IP, the Company agreed to pay Adrian aggregate consideration consisting of (i) 10,000,000 shares of the Company’s Common Stock (the “Purchase Shares”), and (ii) a promissory note in the principal amount of $10,000,000 (the “Adrian Note”). At closing (which occurred on January 5, 2026, the Company issued and delivered to Adrian 3,000,000 Purchase Shares (the “Closing Shares”) and executed and delivered the Adrian Note. The issuance of the remaining 7,000,000 shares of the Company’s Common Stock (the “Contingent Shares”) is subject to approval by the Company’s shareholders as required under applicable Nasdaq listing rules. The Company has agreed to use its commercially reasonable efforts to obtain such shareholder approval (the “Shareholder Approval”) as soon as practicable following the Closing, including by including a proposal for such approval in its next annual or special meeting of shareholders (four excluding any specific meeting to be held on or about February 2026), and in no event later than nine (9) months after the Closing Date. If Shareholder 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 a new entity QuantumSpeed Inc., a planned wholly-owned subsidiary of the Company to which the acquired intellectual property assets will have been assigned, to be transferred to Adrian (or its designee) free and clear of all encumbrances (other than restrictions under applicable securities laws), (ii) Adrian’s security interest in such equity interests shall be automatically released, and (iii) Adrian shall retain full ownership of the 3,000,000 shares of common stock previously issued at Closing and the Adrian 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. Employment Agreement – Erik Klinger, Chief Financial Officer On January 2, 2026, the Company entered into an Employment Agreement (the “Klinger Agreement”) with Erik Klinger, pursuant to which Mr. Klinger will continue to serve as the Company’s Chief Financial Officer, effective as of January 2, 2026. The Klinger Agreement provides for an initial three-year term, automatically renewing for successive one-year periods unless either party provides timely notice of non-renewal. Mr. Klinger’s annual base salary is $120,000, payable in accordance with the Company’s standard payroll practices. Mr. Klinger is eligible to participate in the Company’s employee benefit plans available to similarly situated executives, including medical, dental, and vision insurance, and is entitled to four weeks of paid vacation per year (pro-rated for partial years). On January 2, 2026, in connection with the Klinger Agreement, the Company granted Mr. Klinger a nonstatutory stock option (the “Klinger Option”) to purchase 500,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on December 31, 2025, pursuant to the Company’s proposed 2025 Omnibus Equity Incentive Plan (the “Plan”). The Klinger Option is subject to twelve equal quarterly vesting installments over four years, commencing on the date of shareholder approval of the Plan (the “Approval Date”), and is otherwise subject to the terms and conditions of the Plan and the Employee Nonstatutory Stock Option Agreement entered into between the Company and Mr. Klinger. The grant of the Klinger Option is expressly contingent upon shareholder approval of the Plan; if the Plan is not approved by shareholders, the Klinger Option will be null and void. The Klinger Agreement also includes provisions regarding termination of employment (including by death, disability, for Cause, without Cause, for Good Reason, or without Good Reason), severance payments in certain circumstances (including a one-time payment equal to $120,000 upon certain terminations, subject to execution of a general release), and acceleration of equity awards upon a Change in Control (as defined in the Klinger Agreement). There are no arrangements or understandings between Mr. Klinger and any other person pursuant to which he was selected to continue as Chief Financial Officer. There are no family relationships between Mr. Klinger and any director or executive officer of the Company, and there are no transactions between Mr. Klinger and the Company that are reportable pursuant to Item 404(a) of Regulation S-K. 68 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. (“GBT”). 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 of the JV. 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. Governance: 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. The 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 exceptions. 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 unaudited condensed consolidated statements of operations. SaverOne Transaction On January 26, 2026, VisionWave entered the Exchange Agreement with SaverOne. The Exchange Agreement provides for a three-stage equity exchange and strategic collaboration providing for VisionWave to acquire up to approximately 51% of SaverOne’s issued and outstanding ordinary shares on a fully diluted basis, subject to milestone achievement and applicable regulatory approvals. In exchange, the Exchange Agreement provides SaverOne with the ability to acquire VisionWave common stock with an aggregate economic value of up to $7.0 million, subject to staged issuance, price-based adjustments, and compliance with Nasdaq listing rules. The number of VisionWave shares of common stock issued in each stage is determined based on a five-day VWAP immediately preceding the applicable closing. The transaction establishes SaverOne as the core operating platform for VisionWave’s radio-frequency (RF) defense and security technologies, supported by a non-exclusive, worldwide license to certain VisionWave RF intellectual property for defense and security applications. Below is a summary of the three-stage equity exchange: 69 ● Stage 1 - 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. On March 5, 2026, VisionWave completed the Stage 1 Closing pursuant to the Exchange Agreement. At the Stage 1 Closing, VisionWave issued the Stage 1 VisionWave Shares to SaverOne, having an aggregate value of approximately $2.7 million, calculated based on the VWAV Average Price (as defined in the Exchange Agreement) of $7.5031 per share. In exchange, SaverOne issued the Company 148,584 restricted ADSs (representing 6,418,828,800 restricted ordinary shares) representing 19.99% of SaverOne’s issued and outstanding share capital as of the effective date of the Exchange Agreement (calculated on a fully diluted basis, excluding any dilutive effects from future issuances unrelated to the Exchange Agreement). In addition, the Company will issue the corresponding shares issuable to management at the Stage 1 Closing pursuant to Schedule 1.7 of the Exchange Agreement, including the applicable portion of the $3 million pool (39.1877%). ● Stage 2 - 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. ● Stage 3 - Upon achievement of a commercial or defense pilot milestone, SaverOne issues VisionWave ordinary shares representing 11.02% of SaverOne’s outstanding share capital (fully diluted) resulting in VisionWave owning approximately 51% of SaverOne in exchange for VisionWave Common Stock valued at approximately $1.51 million. At the close of stage 3 of the transaction, VisionWave shareholdings of SaverOne was 41.5%. Blade Ranger Transaction On December 3, 2025, VisionWave entered into the Blade Ranger Agreement with Seller, and, solely for purposes of acknowledgment and certain covenants therein, the Target Company, which was amended on December 15, 2025. Pursuant to the Blade Ranger Agreement VisionWave acquired all of the issued and outstanding shares of the Target Company (the “Acquisition”) from the Seller in consideration for the issuance by VisionWave to the Seller (or its designee(s)) of the Buyer Shares and the Initial PFWs. Further, if the VWAP of VisionWave’s Common Stock for the five Trading Day period immediately preceding the date of effectiveness of the registration statement registering the resale of the Buyer Shares and Warrant Shares is less than $12.00 per share then VisionWave shall issue Blade Ranger such number of Additional PFWs equal the difference between (x) $21,600,000 divided by such average daily VWAP and (y) 1,800,000, to be issued within two Business Days following the effectiveness of such registration statement. The Pre-Funded Warrants are exercisable immediately upon issuance at a nominal exercise price of $0.01 per share (with the aggregate exercise price, except for such nominal amount, pre-funded to VisionWave) and will remain exercisable until exercised in full, subject to customary adjustments, beneficial ownership limitations (9.99%), and an exchange cap of 19.99% of VisionWave’s outstanding common stock prior to the initial exercise date unless shareholder approval is obtained pursuant to Nasdaq Listing Rule 5635. The Warrant Shares issuable upon exercise of the Pre-Funded Warrants are subject to the registration rights set forth in the Agreement. Bitcoin mining acceleration and orchestration platform On February 17, 2026, the Company entered into a Statement of Work (the “SOW”) with a third-party vendor for the development, validation, and deployment of a custom qSpeed-Mine™ Bitcoin mining acceleration and orchestration platform. The SOW has a total contract value of $10.0 million and represents a commitment for custom software and systems development to enhance the Company’s Bitcoin mining operations. The SOW provides for the design, validation, and deployment of a production-grade software acceleration layer, fleet orchestration/control plane, observability tools, security hardening, and deployment engineering optimized for Bitcoin (SHA-256d) mining across up to approximately 1,000 nodes/machines. The engagement is structured with objective technical milestones and acceptance criteria, and payments are contingent upon successful delivery and acceptance of each milestone. The expected program duration is approximately 32 weeks. 70 The SOW provides for the following milestone-based payment structure: ● $350,000 was paid upon execution of the SOW; ● Approximately $1.0 million is payable through completion and acceptance of the proof-of-concept (“POC”) milestone; ● Approximately $6.0 million is payable upon completion and acceptance of successive intermediate milestones, including scaled deployment and operational validation; and ● Approximately $3.0 million is payable upon final delivery and full program acceptance. If milestone execution proceeds as planned, the SOW is structured to generate not less than the full $10.0 million in revenue during calendar year 2026, subject to milestone completion and acceptance of which there is no guarantee. Revenue is expected to be recognized in accordance with applicable accounting standards based on milestone achievement and acceptance. All deliverables under the SOW are owned by the Company, reinforcing the Company’s proprietary rights in the QuantumSpeed™ platform. The SOW does not obligate the counterparty to continue beyond accepted milestones and does not include minimum purchase or volume commitments beyond the defined milestone structure C.M. Composite Materials Ltd. Transaction On February 20, 2026 (the “Effective Date”), the Company, entered into two related definitive agreements in connection with a strategic investment and acquisition transaction involving C.M. Composite Materials Ltd., an Israeli corporation with registration number 513931139 (the “C.M. Composite”): (i) an Investment and Share Purchase Agreement (the “Share Purchase Agreement”), dated as of February 20, 2026, by and among the Company (as Buyer), Matania (Mati) Moskovich (as Seller)(“Moskovich”), and the C.M. Composite (solely for purposes of acknowledgment and certain covenants); and (ii) a Loan Agreement (the “Loan Agreement”), dated as of February 20, 2026, by and between the Company (as Lender) and the C.M. Composite (as Borrower). Pursuant to the Share Purchase Agreement, the Company agreed to acquire from the Seller 10.2 ordinary shares of the C.M. Composite (the “Purchased Shares”), representing 51% of the issued and outstanding ordinary shares of the C.M. Composite (which has 20 outstanding ordinary shares out of 30,000 authorized ordinary shares, par value 0.1 NIS per share). In consideration therefor, the Company agreed to issue to Moskovich 250,000 shares of the Company’s Common stock (the “Buyer Shares”), valued at $2,500,000 based on the parties’ agreement. The Loan Agreement provides for a secured loan facility in an aggregate principal amount of up to $5,000,000 (the “Commitment”). The Company is obligated to make an initial advance of up to $1,300,000 within thirty (30) Business Days following the Effective Date (subject to satisfaction of conditions precedent), to be used for general working capital purposes consistent with the C.M. Composite’s ordinary course of business. Subsequent advances of the remaining up to $3,500,000 may be made in one or more tranches upon mutual written agreement of the parties, solely for working capital of the establishment and operation of a new facility outside Israel, with each tranche subject to the Company’s reasonable approval and minimum amounts (generally not less than $250,000 unless otherwise agreed). Proceeds of subsequent advances are to be used exclusively to operate, develop, certify, market, and commercialize the C.M. Composite’s technologies and products in global markets, including the United States. The Company advanced $500,000 to C.M. Composite on February 5, 2026, the Company advanced $200,000 to C.M. Composite on January 22, 2026 and the Company advanced $398,345 to C.M. Composite on December 26, 2025. The advances were made pursuant to a promissory note with a 24-month maturity, bearing no interest unless an event of default occurs (then at 5% per annum or the lower legal maximum), prepayable without penalty, and not contingent on any acquisition or strategic transaction. Any loan pursuant to the Loan Agreement will bear simple interest at 12% per annum (or such lower rate as mutually agreed in writing, but not exceeding prevailing market rates for similar loans as determined in good faith by the Company), calculated on a 360-day year basis for actual days elapsed. The loan will mature three (3) years after the Effective Date. The obligations under the Loan Agreement are secured by a first-priority security interest in substantially all assets of the C.M. Composite (including accounts, inventory, equipment, general intangibles, intellectual property, and proceeds thereof). 71 On March 11, 2026, the Company entered into a Side Letter (the “Side Letter”) with C.M. Composite, Giza Zinger Even Mezzanine, Limited Partnership (“Giza”), and Moskovich. The Side Letter supplements and addresses certain obligations under the Share Purchase Agreement and the Loan Agreement with C.M. Composite and Moskovich, as well as the settlement agreement dated February 5, 2026, between Giza, Mati, and C.M. Composite (the “Giza Settlement Agreement”). Pursuant to the Side Letter, among other things: ● the Company acknowledges the terms of the Giza Settlement Agreement and agrees that C.M. Composite’s performance thereunder (including payments, reporting, and security perfection) does not constitute a breach or default under the Share Purchase Agreement, Loan Agreement, Note, or related agreements. On February 26, 2026, the Company entered into the First Amendment (the “Amendment”) to that certain Share Purchase Agreement by and among the Company, Moskovich, and, solely for purposes of acknowledgment and certain covenants therein, C.M. Composite. The Amendment adds a new recital to the Share Purchase Agreement emphasizing that the sole purpose of the Company entering into the SPA is to facilitate and enable the establishment of a joint venture in India between C.M. Composite (and/or FBM) and Belrise Industries Limited (or its affiliate) as contemplated by that certain Memorandum of Understanding dated February 16, 2026 (the “Belrise MOU”), and that the execution and performance of definitive agreements with Belrise Industries Limited (the “Belrise JV Agreements”) is a critical and indispensable component of the overall transaction. The Amendment provides that the Company’s obligation to consummate the purchase of the Purchased Shares and the other transactions contemplated by the SPA is expressly conditioned upon the satisfaction (or waiver by the Company in its sole and absolute discretion) of the following condition precedent (the “Belrise Condition”): (a) C.M. Composite and FBM Composite Materials Ltd. shall have duly executed and delivered the Belrise JV Agreements substantially in the form and on the terms contemplated by the Belrise MOU; 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 C.M. Composite or the Company without the prior written consent of the Company. The Seller acknowledges that the Belrise Condition is material, and failure to satisfy it entitles the Company to terminate the SPA without liability. The Amendment amends and restates Section 2.3 of the Share Purchase Agreement to provide that the Closing shall take place remotely no later than June 30, 2026 (or such later date as mutually agreed), provided that in no event shall the Closing occur unless and until the Belrise Condition has been satisfied (or waived by the Company). The Amendment also permits termination by the Company if the Belrise Condition has not been satisfied (or waived by the Company) on or before March 31, 2026 (the “Belrise Long-Stop Date”), provided that the Company may not terminate if it is then in material breach of its obligations under the Share Purchase Agreement. Under the Amendment, to the extent the Belrise Condition is not satisfied by the Seller and the Company has not otherwise waived such condition, the Company may elect to close the SPA in accordance with certain terms and conditions at a reduced purchase price. The Company has agreed to use its reasonable best efforts to work with the Seller to satisfy the Belrise Condition and has acknowledged the Belrise Condition is critical to the value of the transaction and to its financial investment. The Agreement contains a customary termination provision if the Company’s Board is materially adversely affected with respect to certain aspects of the transaction following the Initial Closing. This includes terminations under applicable securities laws, and if the Seller’s security interest 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. 72 xClibre IP Assets Acquisition On April 10, 2026, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Dream America Marketing Services, Ltda., a Costa Rican company (the “Seller”). Pursuant to the Agreement, the Company agreed to acquire from the Seller, and the Seller agreed to sell, transfer, convey and assign to the Company, all right, title and interest in and to certain intellectual property assets related to the technology known as xClibre (the “Assigned IP”), as more fully described in the Agreement. In consideration for the Assigned IP, the Company agreed to pay the Seller aggregate consideration consisting of (i) 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Purchase Shares”), and (ii) a promissory note in the principal amount of $6,000,000 (the “Note”). At closing, the Company has issued and delivered to the Seller 3,500,000 Purchase Shares (the “Closing Shares”) and executed and delivered the Note. The issuance of the remaining 3,500,000 shares of the Company’s common stock (the “Contingent Shares”) is subject to (i) satisfactory proof-of-concept results and (ii) Nasdaq Shareholder Approval under Nasdaq Listing Rule 5635. The Company has agreed to use its commercially reasonable efforts to obtain such proof-of-concept approval (the “POC Approval”) as soon as practicable following the Closing, and in no event later than nine (9) months after the Closing Date. The Company has also agreed to use reasonable best efforts to obtain Nasdaq Shareholder Approval. If proof-of-concept approval is not obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%) of the equity interests in a new entity xClibre Inc., a planned 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 and indemnification provisions for a transaction of this nature. The Assigned IP consists of intellectual property rights owned by the Seller relating to the xClibre technology, including patents, patent applications, trademarks, copyrights, trade secrets, know-how, software and other proprietary rights, as set forth in Exhibit A to the Agreement. YA II Transactions On July 25, 2025, we entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (“YA II” or “Investor”). Under the SEPA, the Company has the right to sell to YA II 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. Upon the satisfaction of the conditions to YA II’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 YA II (“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 Notice. 73 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 YA II. “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. The January Amendment amended the SEPA to, among other things: (i) remove the Investor’s ability to deliver investor notices, which previously allowed the Investor to require the Company to issue and sell shares of Common Stock to the Investor in offset of amounts outstanding under the Convertible Notes; (ii) modify the conditions under which an Amortization Event (as defined in the Convertible Notes) may occur, providing that no Amortization Event shall be deemed to have occurred due to a Registration Event (as defined in the Convertible Notes) prior to the Rule 144 Date, and after the Rule 144 Date, no such Amortization Event shall occur so long as the Company remains current on its filings with the SEC and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended, to resell shares of Common Stock issuable under the Promissory Notes; (iii) cancel the Investor’s obligation to fund an additional $2,000,000 in principal amount to the Company as set forth in a letter agreement dated September 11, 2025, between the Company and the Investor (provided that subsequent fundings on the same or different terms may be mutually agreed by the parties in the future and documented in writing); and (iv) require the Company to use its best efforts to promptly respond to comments from the staff of the SEC regarding the Company’s initial Registration Statement on Form S-1 (File No. 333-289952) and seek effectiveness of such Registration Statement as soon as reasonably practicable. In connection with the SEPA, and subject to the condition set forth therein, YA II has agreed to advance to the Company the Pre-Paid Advance. The first Pre-Paid Advance was disbursed on July 25, 2025 with respect to $3.0 million and the balance of $2.0 million was disbursed on September 11, 2025. The purchase price for the Pre-Paid Advance is 94% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date will be 12-months after the closing of each tranche of the Pre-Paid Advance. Investor may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of $10.00 or 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion (the “Conversion Price”); provided, that in no event may the Conversion Price be lower than $1.00 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes may be declared immediately due and payable, in which case the Company shall pay to YA II the principal and interest due thereunder. In no event shall Investor be allowed to effect a conversion if such conversion, along with all other shares of common stock then beneficially owned by YA II and its affiliates, would exceed 4.99% of the outstanding shares of the then common stock of the Company. If at anytime on or after the issuance of the Convertible Notes (i) the Floor Price Event, (ii) the Exchange Cap Event or (iii) a Registration Event occurs, provided, however, that no Registration Event shall be deemed to have occurred prior to the Rule 144 Date, and after the Rule 144 Date, no Registration Event shall be deemed to have occurred so long as the Company remains current on its filings with the SEC and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended, to resell shares of common stock issuable under the Convertible Notes, then the Company shall make monthly payments to Investor beginning on the seventh trading day after the Amortization Event and continuing monthly in the amount of $750,000 plus a 5.0% premium and all accrued and unpaid interest. The Exchange Cap Event will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the SEPA in excess of the Exchange Cap. The Company will control the timing and amount of any sales of shares of common stock to YA II. Actual sales of shares of common stock to Investor as an 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. 74 The SEPA will automatically terminate on the earliest to occur of (i) the 24-month anniversary of the date of the SEPA or (ii) the date on which Investor shall have made payment of Advances pursuant to the SEPA for shares of common stock equal to $50,000,000. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Investor pursuant to the Convertible Notes and the SEPA. The Company and YA II may also agree to terminate the SEPA by mutual written consent. Neither the Company nor YA II may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Investor other than by an instrument in writing signed by both parties. As consideration for YA II’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid YA II, (i) a structuring fee in the amount of $35,000 and (ii) 200,000 shares of common stock as an equity fee. Further, the Company is required to pay YA II 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 of the SEPA, and the remaining $250,000 shall be due and payable on the date that is 90 days following the due date of the initial $250,000 installment, in each case 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. On February 26, 2026, the Company entered into a Letter Agreement (the “Letter Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor agreed to provide the Company with a $20,000,000 senior loan (the “Loan”) on the terms and conditions set forth therein. The Loan is evidenced by a Promissory Note (the “Note”) in the original principal amount of $20,000,000, bearing 0% interest per annum (increasing to 18% upon an Event of Default as defined therein). The Note was issued at an original issue discount of 15%, resulting in gross proceeds to the Company of $17,000,000 (prior to deduction of a $25,000 structuring and due diligence fee), or $16,975,000 net cash received. The Note matures 12 months from issuance and requires monthly amortization payments of $2,500,000 of principal (plus a 2% Payment Premium on such principal amount) beginning on the 60th day following issuance and continuing on the same day of each successive month thereafter until maturity (each an “Installment Date”). The Company may satisfy any Installment Amount in cash or, at its election, by delivering an Advance Notice under the Company’s existing Standby Equity Purchase Agreement dated July 25, 2025, as amended (the “SEPA”), subject to a 30-day repayment waterfall in favor of the Investor. The Company has the right to optionally redeem all or any portion of the outstanding principal at any time at 105% of the principal amount redeemed plus accrued and unpaid interest. Upon an uncured Event of Default, the Investor may convert all or any portion of the outstanding principal, accrued interest, and other amounts due into Common Stock at a conversion price equal to 90% of the lowest daily VWAP during the 10 consecutive Trading Days immediately prior to the conversion date, subject to a 4.99% beneficial ownership blocker, and a floor price. Concurrently with the issuance of the Note, the Company issued to the Investor a warrant (the “Warrant”) to purchase 1,333,333 shares of Common Stock at an exercise price of $9.00 per share, exercisable for a term of five years from issuance. The obligations under the Note are guaranteed by each subsidiary of the Company pursuant to a Global Guaranty Agreement. The Letter Agreement contains customary representations, warranties, covenants (including restrictions on variable rate transactions, additional indebtedness without consent, and use of proceeds), and events of default. The Company is not required to register the shares issued upon conversion of the Note but has agreed to register the shares issuable upon exercise of the Warrant. The Investor has demand registration rights covering all shares of common stock underlying the Note. Upon written demand, the Company must file a resale registration statement within 45 calendar days, use commercially reasonable efforts to cause it to become effective promptly, and address any Rule 415 limitations through pro-rata reductions and successive filings as necessary. In addition, the Company shall, at its sole cost and expense, file with the SEC on or before the date that is 90 calendar days after the closing date file a registration statement on Form S-1 registering the resale of all of the shares of common stock issuable upon exercise of the Warrant (the “Warrant Registration Statement”). The Company shall use its commercially reasonable efforts to cause the Warrant Registration Statement to be declared effective as soon as practicable after the filing thereof. 75 Solar Drone On March 11, 2026, SolarDrone Ltd. (“SolarDrone”), an Israeli subsidiary of VisionWave entered into a Consulting and Share Purchase Agreement (the “Junko Agreement”) with Mr. Amos Cohen, a 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. The purchase price will be paid in three equal installments: ● $68,000 upon execution of the Agreement ● $68,000 within 35 days ● $68,000 within 35 days thereafter Upon payment of the first installment, the shares representing 51% ownership of Junko Solar Ltd. will be transferred to SolarDrone or its designated affiliate. Pursuant to the Agreement, Mr. Amos Cohen was appointed Chief Executive Officer and a director of SolarDrone Ltd. Mr. Cohen will provide management and strategic services to SolarDrone pursuant to a consulting arrangement and will receive a consulting fee of 50,000 N.I.S per month plus VAT. As part of the Transaction, Junko Solar Ltd. will transfer operational activities related to solar panel cleaning and maintenance services, including customer relationships, business relationships, and related operational assets to SolarDrone. SolarDrone will manage and operate the business going forward. The transaction was closed on April 1, 2026. Chief Operating Officer On March 13, 2026, the Company appointed Eric T. Shuss as Chief Operating Officer, effective March 13, 2026. In connection therewith, the Company entered into an Employment Agreement dated March 13, 2026 with Mr. Shuss (the “Shuss Agreement”). Material terms of the Shuss Agreement include: ● An initial term of three years, with automatic one-year renewals absent 30 days’ prior written notice by either party. ● Annual base salary of $120,000, increasing to $240,000 upon the Company achieving $3,000,000 in revenue during any 90-day period. ● Eligibility for an annual performance bonus targeted at 0.5% of net income as reported in the Company’s SEC filings. ● Participation in the Company’s standard employee benefit plans. ● Severance upon a qualifying termination without cause or for good reason: a lump-sum payment equal to the greater of $500,000 or two times the then-current base salary, subject to execution of a general release of claims. ● Customary restrictive covenants, including confidentiality, invention assignment, non-solicitation, and non-competition obligations. Concurrently, Mr. Shuss was granted a nonstatutory stock option to purchase 500,000 shares of the Company’s common stock under the Company’s 2025 Omnibus Equity Incentive Plan, with an exercise price equal to the closing price of the common stock on March 12, 2026, vesting in twelve equal quarterly installments commencing June 30, 2026, and expiring five years from the date of grant (subject to earlier termination upon cessation of service). Mr. Shuss also entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement and a Mutual Agreement to Arbitrate, each dated in connection with his employment. 76 Change in Role of Douglas Davis On December 29, 2025, Noam Kenig resigned as Chief Executive Officer and as a member of the Board effective immediately for personal reasons. Mr. Kenig’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On December 29, 2025, the Board appointed Douglas Davis, the Company’s current Executive Chairman, to serve as Interim Chief Executive Officer, effective immediately. On March 13, 2026, the Board appointed Douglas Davis, previously serving as Interim Chief Executive Officer and Executive Chairman, as Chief Executive Officer of the Company, effective March 13, 2026, removing the “Interim” designation from his title. In connection therewith, on March 13, 2026, the Company entered into an amendment (the “Davis Amendment”) to Mr. Davis’s Employment Agreement dated August 6, 2025, which formalizes his Chief Executive Officer title (in addition to his continuing role as Executive Chairman) and provides for an additional milestone-based equity bonus. Material terms of the Davis Amendment include: ● No changes to Mr. Davis’s base salary, annual bonus, or other compensation terms from the original Employment Agreement. ● A one-time non-qualified stock option (the “Milestone Option”) to purchase shares of the Company’s common stock equal to $100,000,000 in value (determined based on the Nasdaq closing price per share on the trading day immediately preceding the achievement date (the “Reference Price”)), granted under the Plan on the first business day following the date on which the Company first achieves both (i) $100,000,000 in trailing twelve-month revenue (as reported in the Company’s most recent Form 10-Q or Form 10-K) and (ii) a fully diluted market capitalization of at least $1,000,000,000 (calculated using the Reference Price), subject to Mr. Davis’s continued employment through the grant date. ● The exercise price per share of the Milestone Option equal to the Reference Price. ● Full vesting on the grant date, with a 10-year term (subject to earlier termination as provided in the Plan and applicable award agreement), cashless exercise provisions (to the extent permitted under the Plan), and subject to the Company’s clawback policy (as may be adopted or amended to comply with Dodd-Frank Act requirements or Nasdaq rules) ● The grant is subject to Board or Compensation Committee approval, Plan share availability, and compliance with applicable securities laws, including Nasdaq listing rules. Changes to Board Committee Memberships and Independent Lead Director Position On March 13, 2026: ● The Board accepted the resignation of Eric T. Shuss from his position as Lead Independent Director and from all Board committee memberships, effective March 13, 2026. Mr. Shuss will continue to serve as a member of the Board. ● The Board appointed Atara Dzikowski as a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, effective March 13, 2026, and as Chair of the Nominating and Corporate Governance Committee. ● The Board appointed Chuck Hansen as Independent Lead Director of the Board, effective March 13, 2026. National Oil Company of Liberia On March 18, 2026, the Company entered into a Letter of Engagement (“LOE”) with the National Oil Company of Liberia (“NOCAL”), relating to offshore petroleum Blocks LB-4 and LB-5 located in the Liberia Basin. The LOE establishes a structured framework for the Company to advance toward the execution of a Production Sharing Contract (“PSC”) with the Government of Liberia, subject to prequalification by the Liberia Petroleum Regulatory Authority (“LPRA”), regulatory approvals, and legislative ratification by the Liberian Legislature. 77 The Company has been granted exclusive, non-transferable rights to pursue the Blocks for a period of eight (8) months from execution of the LOE (“Effective Date”), subject to extension if delays in the PSC process are not attributable to the Company. During this period, NOCAL is prohibited from negotiating or granting rights in the Blocks to third parties (except limited reconnaissance licenses that do not interfere). Assignment requires NOCAL’s prior written approval, not unreasonably withheld. The Company has agreed to pay an initial signing bonus of $300,000 per block (total $600,000) within sixty (60) days following execution of the LOE by both parties. In the event the Blocks are not awarded to the Company for reasons not attributable to the Company, such payment is refundable in full without interest. This obligation is binding and material to the Company’s near-term liquidity. Following execution of a PSC, the Company would be required to license seismic data for not less than $1,000,000 per block within 120 days of PSC execution. Upon execution and ratification of a PSC, the Company would be required to pay a signature bonus of $1,000,000 per block, payable within ninety (90) days of legislative ratification. The LOE contemplates a 10% carried interest to NOCAL; 10% carried interest to the Government of Liberia; 5% carried interest to citizens; and up to 5% participation by a local Liberian company. The contemplated PSC includes a multi-phase exploration program over approximately seven (7) years. The LOE contains binding provisions, including exclusivity, confidentiality, compliance with anti-corruption laws (including FCPA) and specified financial obligations. However, the LOE does not constitute a final award of petroleum rights or grant any exploration or production rights at this stage. The execution of a PSC remains subject to prequalification, regulatory approvals, and legislative ratification in Liberia. There can be no assurance that a PSC will be executed or that the Company will ultimately be awarded the Blocks, that the Company’s proprietary RF sensing technologies will prove feasible or effective in this new application domain (outside the Company’s core defense and security markets), or that the Company will derive any revenue or benefit from this initiative. The Company may require additional capital, strategic partners, or farm-out arrangements to fulfill obligations, and the transaction involves significant geopolitical, regulatory, and operational risks in an emerging market jurisdiction. Acquisition of VisionWave IL, Ltd. On March 18, 2026, the Company acquired 100% of the issued and outstanding shares of VisionWave IL Ltd., an Israeli private shell limited company (“VisionWave Israel”), for nominal consideration. Further, on March 18, 2026, VisionWave Israel appointed Khdoura Sabbagh as Chief Executive Officer and its sole director and entered into an Employment Agreement with Mr. Sabbagh, pursuant to which Mr. Sabbagh was appointed Chief Executive Officer of VisionWave Israel. Under the Employment Agreement, Mr. Sabbagh will receive an annual base salary of $150,000 and is eligible to receive options to purchase 2,000,000 shares of the Company’s common stock, subject to vesting and the terms of the Company’s equity incentive plan. The agreement contains customary terms regarding duties, confidentiality, intellectual property, and termination. At June 30, 2026, the options were not yet granted. On March 18, 2026, VisionWave Israel also entered into a Consulting Agreement with CO-Finance Financial and Accounting Consulting Ltd., a company controlled by Oren Attiya, pursuant to which Mr. Attiya will provide financial and accounting services to VisionWave Israel. Under the Consulting Agreement, the consultant will receive monthly compensation of NIS 12,000 plus VAT. The agreement is structured as an independent contractor arrangement and includes customary terms and conditions. At June 30, 2026, the options were not granted under the employment agreement. 78 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 Mr. 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; and ·satisfaction or waiver of other customary closing conditions. 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. The process was completed in June 2026. In connection with the 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 issued 55,000 restricted shares of common stock pursuant to the Company’s 2024 Omnibus Equity Incentive Plan as consideration for advisory on 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. 79 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. Key Financial Definitions/Components of Results Operating Expenses We classify our operating expenses into the following categories: ● General and administrative expenses . General and administrative expenses consist primarily of personnel-related expenses for our executives, consultants and advisors. These expenses also include non-personnel costs, such as office supplies, legal, audit and accounting services and other professional fees. ● Research and development expenses . Research and development expenses include internal personnel and third-party consulting costs related to preliminary research and development of the Company’s products. ● Sales and marketing expenses . Sales and marketing expenses consist primarily of business development professional fees, advertising and marketing costs. ● Depreciation and amortization . Depreciation and amortization expenses consist primarily of depreciation related to property and equipment and amortization related to intangible assets. Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make certain estimates, judgments, and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions can be subjective and complex and may affect the reported amounts of assets and liabilities, revenues, and expenses reported in those financial statements. As a result, actual results could differ from such estimates and assumptions. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements. While our significant accounting policies are described in more detail in Note 3 to our condensed consolidated financial statements on this Quarterly Report on Form 10-Q, we believe that the following accounting policies were most critical to the judgments and estimates used in the preparation of our consolidated financial statements. Use of Estimates The preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. 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 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 stock options, valuation of convertible notes, fair value of assets acquired including intangible assets, useful life of intangible assets, 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. 80 Business Combinations The Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction 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. The Company accounts for business combinations using the acquisition method when it has obtained control. The Company measures goodwill as the fair value of the consideration transferred including the fair value of any non-controlling interest recognized, less the net recognized amount of the identifiable assets acquired and liabilities assumed, all measured at their fair value as of the acquisition date. Transaction costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred. Any contingent consideration is measured at fair value at the acquisition date. For contingent consideration that does not meet all the criteria for equity classification, such contingent consideration is required to be recorded at its initial fair value at the acquisition date, and on each balance sheet date thereafter. Changes in the estimated fair value of liability-classified contingent consideration are recognized on the consolidated statements of operations in the period of change. When the initial accounting for a business combination has not been finalized by the end of the reporting period in which the transaction occurs, the Company reports provisional amounts. Provisional amounts are adjusted during the measurement period, which does not exceed one year from the acquisition date. These adjustments, or recognition of additional assets or liabilities, reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. Net Loss Per Share Basic net income (loss) per share is computed by dividing the net loss by the weighted average shares outstanding for the year. Diluted loss per share is computed by giving effect to all potential shares of common stock to the extent dilutive. 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. As of June 30, 2026 and 2025, potentially dilutive securities include the public warrants, stock options and the convertible promissory notes. Results of Operations The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results. 81 The three months ended June 30, 2026 and 2025. The following table sets forth the Company’s unaudited condensed consolidated statements of operations data for the three months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 2025 Change Revenue $ 286,339 $ — $ 286,339 Cost of revenue (171,759 ) — (171,759 ) Gross Profit 114,580 — 114,580 Operating costs: General and administrative 5,989,701 132,933 5,856,768 Research and development 747,803 8,548 739,255 Sales and marketing 3,167,400 4,585 3,162,815 Depreciation and amortization 8,354,343 — 8,354,343 Loss from operations (18,144,667 ) (146,066 ) (17,998,601 ) Other (expense) income: Interest income 185,789 — 185,789 Interest expense (5,230,404 ) — (5,230,404 ) Net loss from sale of Marketable Securities — (9,455 ) 9,455 Loss on disposal of investments (523,011 ) — (523,011 ) Change in fair value of convertible notes payable (568,706 ) — (568,706 ) Change in fair value of other liabilities (15,610 ) — (15,610 ) Change in fair value of other investments (1,632,548 ) — (1,632,548 ) Other expenses (1,450 ) — (1,450 ) Total other (expense) income, net (7,785,940 ) (9,455 ) (7,776,485 ) Net loss $ (25,930,607 ) $ (155,521 ) $ (25,775,086 ) Gross Profit Gross profit for the three months ended June 30, 2026 was $114,580 as compared to $0 for the same period in 2025. The Company generates revenue from the Solar Drone mainly through its subsidiary Junko, which was acquired during the nine months ended June 30, 2026. General and Administrative General and administrative expenses for the three months ended June 30, 2026 was $5,989,701 as compared to $132,933 for the same period in 2025. The $5,856,768 increase in general and administrative for the three months ended June 30, 2026 reflects increases in professional services such as legal, stock-based compensation, consulting and accounting. Research and Development Research and Development expenses for the three months ended June 30, 2026 was $747,803, as compared to $8,548 for the same period in 2025. The $739,255 increase in research and development reflects increases in personnel and supplies related costs as the Company continues to develop its products. The Company expects that its research and development expense will increase in future periods as it seeks to develop and commercialize its products. 82 Sales and Marketing Sales and marketing for the three months ended June 30, 2026 was $3,167,400 as compared to $4,585 for the same period in 2025. The $3,162,815 increase in sales and marketing reflects increases in marketing such as investor awareness costs as the Company continues to develop its products. Depreciation and amortization Depreciation and amortization for the three months ended June 30, 2026 was $8,354,343 as compared to $0 for the same period in 2025. The $8,354,343 increase is related to depreciation on fixed assets purchased and acquired in the asset acquisitions and amortization on intellectual property acquired in the asset acquisitions. Interest income During the three months ended June 30, 2026, the Company earned $185,789 in interest income on balances held in bank accounts as well as notes receivable balances. Interest expense Interest expense of $5,230,404 for the three months ended June 30, 2026, is mainly a result of the accrual of interest on the convertible notes payable and amortization of debt issuance cost on convertible notes payable. Net loss from sale of Marketable Securities Net loss from sale of Marketable Securities for the three months ended June 30, 2025 was a loss of 9,455 as a result of sale of AVAI shares. Loss of disposal on investments Loss on disposal of investment was $523,011 for the three months ended June 30, 2026 as a result of SaverOne shares transferred to Adrian for loan payment partially offset by sale of other investments held at fair value. 83 Change in fair value of convertible notes payable During the three months ended June 30, 2026, the Company recorded a loss of $568,706 from the change in fair value of the convertible promissory note agreements issued under the Standby Equity Purchase Agreement entered into on July 25, 2025. Change in fair value of other liabilities During the three months ended June 30, 2026, the Company recorded a loss of $15,610 from the change in fair value of the stock-based compensation in connection with shares due to a vendor. Change in fair value of other investments During the three months ended June 30, 2026, the Company recorded a loss of $1,632,548 from the change in fair value of the investments in T3. Other expenses During the three months ended June 30, 2026, other expense of $1,450 was related to miscellaneous charges. The nine months ended June 30, 2026 and 2025. Nine Months Ended June 30, 2026 2025 Change Revenue $ 286,339 $ — $ 286,339 Cost of revenue (171,759 ) — (171,759 ) Gross Profit 114,580 — 114,580 Operating costs: General and administrative 13,592,558 408,164 13,184,394 Research and development 1,334,412 79,993 1,254,419 Sales and marketing 6,780,011 4,585 6,775,426 Depreciation and amortization 14,175,488 — 14,175,488 Loss from operations (35,767,889 ) (492,742 ) (35,275,147 ) Other (expense) income: Interest income 205,191 — 205,191 Interest expense (7,565,321 ) — (7,565,321 ) Net gain from sale of Marketable Securities — 104,656 (104,656 ) Loss on disposal of investments (523,011 ) — (523,011 ) Change in fair value of convertible notes payable (847,752 ) — (847,752 ) Change in fair value of other liabilities 247,190 — 247,190 Change in fair value of other investments (1,632,548 ) — (1,632,548 ) Other income 107,525 — 107,525 Total other (expense) income, net (10,008,726 ) 104,656 (10,113,382 ) Net loss $ (45,776,615 ) $ (388,087 ) $ (45,388,528 ) 84 Gross Profit Gross profit for the nine months ended June 30, 2026 was $114,580 as compared to $0 for the same period in 2025. The Company generates revenue from the Solar Drone mainly through its subsidiary Junko, which was acquired during the nine months ended June 30, 2026. General and Administrative General and Administrative expenses for the nine months ended June 30, 2026 was $13,592,558 as compared to $408,164 for the same period in 2025. The $13,184,394 increase in research and development reflects increases in personnel and supplies related to such as the Company continues to develop its. Research and Development Research and Development for the nine months ended June 30, 2026 was $1,334,412 as compared to $79,993 for the same period in 2025. The $1,254,419 increase in sales and marketing reflects increases in marketing such as investor awareness costs as the Company continues to develop its products. Sales and Marketing Sales and marketing for the nine months ended June 30, 2026 was $6,780,011 as compared to $4,585 for the same period in 2025. The $6,775,426 increase in sales and marketing reflects increases in marketing such as investor awareness costs as the Company continues to develop its products. Depreciation and amortization Depreciation and amortization for the nine months ended June 30, 2026 was $14,175,488 as compared to $0 for the same period in 2025. The $14,175,488 increase is in related to depreciation on fixed assets purchased and acquired in the asset acquisitions and amortization on intellectual property acquired in the asset acquisitions. Interest income During the nine months ended June 30, 2026, the Company earned $205,191 in interest income on balances held in bank accounts as well as notes receivable balances. Interest expense Interest expense of $7,565,321 for the nine months ended June 30, 2026, is mainly a result of the accrual of interest on the convertible notes payable and amortization of debt issuance cost on convertible notes payable. Net gain from sale of Marketable Securities Net gain from sale of Marketable Securities for the nine months ended June 30, 2025 was a gain of 104,656 as a result of sale of AVAI shares. 85 Loss of disposal on investments Loss on disposal of investment was $523,011 for the nine months ended June 30, 2026 as a result of SaverOne shares transferred to Adrian for loan payment partially offset by the gain on disposal of other investments held at fair value. Change in fair value of convertible notes payable During the nine months ended June 30, 2026, the Company recorded a loss of $847,752 from the change in fair value of the convertible promissory note agreements issued under the Standby Equity Purchase Agreement entered into on July 25, 2025. Change in fair value of other investments During the nine months ended June 30, 2026, the Company recorded a loss of $1,632,548 from the change in fair value of the investments in T3. Change in fair value of other liabilities During the nine months ended June 30, 2026, the Company recorded a gain of $247,190 from the change in fair value of the stock-based compensation liability. Other income Other income of $107,525 for the nine months ended June 30, 2026, is mainly as a result for the completion of a pilot. Liquidity, Capital Resources and Going Concern 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 Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”) pursuant to 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. 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 three and nine months ended June 30, 2026 (See Note 14) and $850,000 from the issuance of convertible notes for the same periods. 86 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. Cash flows for the nine months ended June 30, 2026 and 2025 The following table summarizes the Company’s cash flows from operating, investing and financing activities for the nine months ended June 30, 2026 and 2025: Nine Months Ended June 30, 2026 2025 Net cash used in operating activities $ (14,281,280 ) $ (113,840 ) Net cash (used) provided by in investing activities (6,788,836 ) 114,375 Net cash provided by financing activities $ 24,188,450 $ — Net Cash Used in Operating Activities Net cash used in operating activities was $14,281,280 during the nine months ended June 30, 2026, compared to net cash used in operating activities of $113,840 during the nine months ended June 30, 2025. The period-to-period change was a result of VW Holding’s net loss for the periods and decrease in due from related party and increase in prepaid expenses partially offset by the increase in accounts payable and accrued expenses, increase in deferred revenue and increase in stock-based compensation liability. Net Cash Used in Investing Activities Net cash used in investing activities was $6,788,836 during the nine months ended June 30, 2026, compared to net cash provided by investing activities of $114,375 during the nine months ended June 30, 2025. The period-to-period change was a result of use of proceeds to fund Note Receivable and purchase fixed assets, acquire equity method investments and other investments, acquire subsidiary, net of cash acquired in asset acquisition. Net Cash provided by Financing Activities For the nine months ended June 30, 2026, net cash provided by financing activities was $24,188,450, compared to net cash flow from financing activities of $0 during the nine months ended June 30, 2025, respectively. The period-to-period change was primarily due to proceeds from issuance of convertible notes payable net of repayment, proceeds from issuance of promissory notes net of repayment, proceeds from drawdown of SEPA and the exercise of warrants. 87 Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Item 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide disclosure under this Item 3.