Item 5. Other Information
Item 5. Other Information
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,”
as each term is defined in Item 408(a) of Regulation S-K.
On May 1, 2026, the Board approved the appointment of Atara Dzikowski as
Vice President of Mergers and Acquisitions. In connection therewith, the Company entered into an Employment Agreement dated May 1, 2026
with Ms. Dzikowski (the “Employment Agreement”). In addition, the Company and Ms. Dzikowski, a current member of the Board,
entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (the
“Restrictive Covenant Agreement”) and the Mutual Agreement to Arbitrate (the “Arbitration Agreement”).
Material terms of the Employment Agreement include an initial term of three
years commencing on April 1, 2026, with automatic one-year renewals absent thirty days’ prior written notice of non-renewal by either
party and an annual base salary of $240,000. On the effective date, subject to prior approval by the Board or the Compensation Committee
and the terms of the Company’s 2025 Omnibus Equity Incentive Plan (or any successor plan), an award of 500,000 shares of common
stock or restricted stock units, of which 150,000 shares vest immediately upon the grant date. The remaining 350,000 shares shall vest
upon the earlier of: (i) time-based vesting of 100,000 shares on each of the first three (3) anniversaries of the effective date and the
final 50,000 shares on the three and one-half (3.5) year anniversary of the effective Date, or (ii) performance-based vesting tied to
consolidated revenue milestones of the Company and its subsidiaries (as determined in accordance with U.S. generally accepted accounting
principles (“GAAP”) and reported in the Company’s periodic reports filed with the Securities and Exchange Commission):
100,000 shares upon achievement of $5,000,000 in cumulative Revenue; an additional 100,000 shares upon achievement of $10,000,000 cumulative
Revenue; an additional 100,000 shares upon achievement of $15,000,000 cumulative Revenue; and the final 50,000 shares upon achievement
of $17,500,000 cumulative Revenue. “Revenue” means the Company’s consolidated total revenue. Achievement of milestones
shall be certified by the Board of Directors or Compensation Committee in its reasonable discretion.
Further, Ms. Dzikowski will be eligible to participate in the Company’s
standard employee benefit plans made available to similarly situated executives, including medical, dental and vision insurance, short-
and long-term disability benefits, life insurance and retirement plan participation, subject to the terms of such plans as they may be
amended from time to time. Upon termination for death, disability, for cause, resignation without good reason, or expiration of the term,
Ms. Dzikowski will be entitled to only accrued but unpaid base salary and, to the extent required by law, accrued unused paid time off.
Upon termination without cause or for good reason, the accrued benefits plus a severance payment equal to the then-current base salary,
payable within six months of termination, conditioned upon execution of a general release of claims in a form provided by the Company
and continued compliance with post-termination obligations. Customary provisions requiring full-time devotion of efforts, exclusive employment,
and compliance with Company rules and policies.
Changes to Board Committee Memberships
On April 22, 2026, the Board accepted the resignation of Atara Dzikowski
from the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, effective upon the commencement of
her employment as Vice President of Mergers and Acquisitions. Ms. Dzikowski will continue to serve as a non-independent member of the
Board of Directors.
Concurrently, the Board appointed Judit Nagypal as a member of the Audit
Committee, Mansour Khatib as a member of the Compensation Committee, and Judit Nagypal as a member and Chair of the Nominating and Governance
Committee, with such appointments effective immediately upon Ms. Dzikowski’s resignation from the respective committees. The Board
confirmed that the committees, as reconstituted, continue to satisfy all applicable Nasdaq independence and composition requirements.
On May 8, 2026, the Company entered into Amendment No. 1 to the Employment
Agreement dated September 2, 2025 with Jez Willman. The Amendment updates Mr. 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
grants (50,000 options upon the second UGV commercial invoice and 100,000 options upon cumulative $1 million in commercial invoices).
The Amendment was approved by the Board of Directors on May 6, 2026.
100
Appointment of Shayna Quinn
On April 16, 2026, the Board appointed Shayna Quinn as a member of the
Board, effective immediately, to serve until the next annual meeting of stockholders and until her successor is duly elected and qualified,
or until her earlier resignation or removal in accordance with the Company’s Bylaws and applicable law.
Ms. Quinn, age 33, brings more than nine years of executive leadership
experience in high-growth technology and transportation sectors, with expertise in mergers and acquisitions, integration planning, strategic
partnerships, business development, market expansion, and operational scaling. Since February 2025, she has served as an M&A Integration
Consultant at Windels Marx (Transportation Sector), leading post-deal integration efforts, stakeholder coordination, and regulatory compliance
workstreams. 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. From
2016 to 2019, she served as Director of Operations & Special Projects at Juno, directing global operations supporting over 48,000
independent contractors and managing regulatory partnerships with authorities such as the NYC Taxi & Limousine Commission. Ms. Quinn
holds a B.A. in Nursing Science from Stevenson University (2014) and an M.S. in Public Health from Cornell University (2017).
The Board has determined that Ms. Quinn qualifies as an independent director
under Nasdaq Listing Rule 5605(a)(2) and applicable SEC rules.
In connection with her appointment, the Company and Ms. Quinn entered into
an Independent Director Engagement Agreement dated April 16, 2026 (the “Director Agreement”). Under the Director Agreement,
Ms. Quinn will receive: (i) an annual cash retainer of $36,000, payable quarterly in arrears; and (ii) an annual grant of $60,000 in shares
of restricted stock under the Company’s 2024 Omnibus Equity Incentive Plan, granted on or about August 1 of each year and vesting
in full after twelve (12) months of continuous service (subject to accelerated vesting upon a Change in Control or the director’s
death or disability). The Director Agreement also provides for expense reimbursement in accordance with Company policy. The Director Agreement
is consistent with the Company’s Director Compensation Policy.
xClibre Asset 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 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.
The Agreement contains customary representations, warranties, covenants
and indemnification provisions for a transaction of this nature.
101
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference
into, this Quarterly Report on Form 10-Q.
Incorporated by Reference
Exhibit No.
Description
Form
File No.
Exhibit
Filing Date
2.1
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. (included as Annex A to the proxy statement/prospectus)
S-4
333-284472
2.1
18-Apr-25
2.2
Asset Purchase Agreement, dated as of January 5, 2026, by and between VisionWave Holdings, Inc. and Adrian Holdings S.R.L. (QuantumSpeed)
8-K
001-42741
2.1
7-Jan-26
2.3 #
Asset Purchase Agreement, dated as of April 10, 2026, by and between VisionWave Holdings, Inc. and Dream America Marketing Services, Ltda. (xClibre)
8-K
001-42741
10.1
13-Apr-26
2.4 *
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)
8-K
001-42741
10.1
30-Jun-26
3.1
Amended and Restated Certificate of Incorporation of VisionWave Holdings, Inc.
8-K
001-42741
3.1
14-Jul-25
3.2
Bylaws of VisionWave Holdings, Inc.
8-K
001-42741
3.2
14-Jul-25
3.3
Amended and Restated Bylaws of VisionWave Holdings, Inc.
8-K
001-42741
3.1
10-Dec-25
4.1
Form of Pre-Funded Common Stock Purchase Warrant issued to BladeRanger Ltd.
8-K
001-42741
4.1
17-Dec-25
4.2 #
Form of Warrant to Purchase Common Shares, dated February 26, 2026
8-K
001-42741
4.1
27-Feb-26
4.3 *
Form of Convertible Debenture issued to YA II PN, Ltd. pursuant to the Securities Purchase Agreement dated July 20, 2026
8-K
001-42741
4.1
21-Jul-26
4.4 *
Warrant to purchase 1,800,000 shares of Common Stock issued to YA II PN, Ltd., dated July 20, 2026
8-K
001-42741
4.2
21-Jul-26
10.1 †
VisionWave Holdings, Inc. 2024 Omnibus Equity Incentive Plan
8-K
001-42741
10.1
14-Jul-25
10.2
Standby Equity Purchase Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd.
8-K
001-42741
10.1
28-Jul-25
10.3
Form of Convertible Promissory Notes issued to YA II PN, Ltd.
8-K
001-42741
10.2
28-Jul-25
10.4
Registration Rights Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd.
8-K
001-42741
10.3
28-Jul-25
10.5
Global Guaranty Agreement by VisionWave Technologies, Inc. in favor of YA II PN, Ltd., dated July 25, 2025
8-K
001-42741
10.4
28-Jul-25
10.6 †
VisionWave Holdings, Inc. 2025 Omnibus Equity Incentive Plan
8-K
001-42741
10.1
6-Aug-25
10.7 †
Employment Agreement, dated August 6, 2025, by and between the Company and Douglas Davis
8-K
001-42741
10.2
6-Aug-25
10.8 †
Employment Agreement, dated August 6, 2025, by and between the Company and Noam Kenig
8-K
001-42741
10.3
6-Aug-25
10.9 †
Employment Agreement, dated August 6, 2025, by and between the Company and Danny Rittman
8-K
001-42741
10.4
6-Aug-25
10.10 †
Form of Nonstatutory Stock Option Agreement, dated August 6, 2025
8-K
001-42741
10.5
6-Aug-25
10.11
Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement
8-K
001-42741
10.6
6-Aug-25
10.12
Form of Mutual Agreement to Arbitrate
8-K
001-42741
10.7
6-Aug-25
10.13
Form of Securities Purchase Agreement, dated July 15, 2025
10-Q
001-42741
10.13
19-Aug-25
102
10.14
Form of Promissory Note, dated July 15, 2025
10-Q
001-42741
10.14
19-Aug-25
10.15 ++
Strategic Joint Venture Agreement, dated August 25, 2025, by and among VisionWave Holdings, Inc., AIPHEX LTD, GBT Tokenize Corp., and GBT Technologies, Inc.
8-K
001-42741
10.1
26-Aug-25
10.16 †
Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval
8-K
001-42741
10.1
3-Sep-25
10.17 †
Employment Agreement, dated September 2, 2025, by and between the Company and David Allon
8-K
001-42741
10.2
3-Sep-25
10.18 †
Employment Agreement, dated September 2, 2025, by and between the Company and Jez Willman
8-K
001-42741
10.3
3-Sep-25
10.19 †
Form of Nonstatutory Stock Option Agreement
8-K
001-42741
10.4
3-Sep-25
10.2
Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited
8-K
001-42741
10.1
5-Sep-25
10.21
Letter Agreement, dated September 11, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd.
8-K
001-42741
10.1
12-Sep-25
10.22
Convertible Promissory Note, dated September 11, 2025, issued by VisionWave Holdings, Inc. to YA II PN, Ltd.
8-K
001-42741
10.2
12-Sep-25
10.23
Form of Convertible Promissory Note to be issued by VisionWave Holdings, Inc. to YA II PN, Ltd.
8-K
001-42741
10.3
12-Sep-25
10.24 †#
Form of Independent Director Engagement Agreement
8-K
001-42741
[10.1]
12-Sep-25
10.25 †
Form of Compensation Agreement between VisionWave Holdings, Inc. and former directors of Bannix Acquisition Corp.
8-K
001-42741
10.2
12-Sep-25
10.26
Consulting Agreement, dated September 26, 2025, by and between VisionWave Holdings, Inc. and Crypto Treasury Management Group, LLC
8-K
001-42741
10.1
30-Sep-25
10.27
PVML Ltd. Order Form between VisionWave Holdings, Inc. and PVML Ltd., dated October 5, 2025 (effective October 9, 2025)
8-K
001-42741
10.1
9-Oct-25
10.28
Share Purchase Agreement, dated as of December 3, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd.
8-K
001-42741
10.1
3-Dec-25
10.29
Promissory Note, dated December 26, 2025, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd.
8-K
001-42741
10.1
30-Dec-25
10.3
Amendment No. 1 to Share Purchase Agreement, dated as of December 15, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd.
8-K
001-42741
10.1
17-Dec-25
10.31
Promissory Note, dated January 5, 2026, issued to Adrian Holdings S.R.L.
8-K
001-42741
10.1
7-Jan-26
10.32 †
Employment Agreement, dated January 2, 2026, by and between the Company and Erik Klinger
8-K
001-42741
10.2
7-Jan-26
10.33
Strategic Joint Venture Agreement, dated January 9, 2026, by and among VisionWave Holdings, Inc., BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc.
8-K
001-42741
10.1
12-Jan-26
10.34 #
Amendment No. 1 to the Standby Equity Purchase Agreement, dated as of January [19], 2026, by and between VisionWave Holdings, Inc. and YA II PN, Ltd. (conform date to executed document; Notes and MD&A state January 19, 2026)
8-K
001-42741
10.1
23-Jan-26
103
10.35
Exchange Agreement, dated January 26, 2026, by and between VisionWave Holdings, Inc. and SaverOne 2014 Ltd.
8-K
001-42741
10.1
26-Jan-26
10.36
Promissory Note, dated February 4, 2026, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd.
8-K
001-42741
10.1
4-Feb-26
10.37
Statement of Work between VisionWave Holdings, Inc. and q Speed Bitcoin LLC, dated February 17, 2026
8-K
001-42741
10.1
17-Feb-26
10.38 *#
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.
8-K
001-42741
10.1
20-Feb-26
10.39 *#
Loan Agreement, dated as of February 20, 2026, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd.
8-K
001-42741
10.2
20-Feb-26
10.40 *#
First Amendment to Investment and Share Purchase Agreement, dated February 26, 2026
8-K
001-42741
10.4
27-Feb-26
10.41 *#
Letter Agreement, dated February 26, 2026, between VisionWave Holdings, Inc. and YA II PN, Ltd. ($20,000,000 senior loan), and related Promissory Note
8-K
001-42741
10.1
27-Feb-26
10.42 *#
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
8-K
001-42741
10.1
16-Mar-26
10.43 *#
Consulting and Share Purchase Agreement, dated March 11, 2026, by and between Solar Drone Ltd. and Mr. Amos Cohen (Junko Solar Ltd.)
8-K
001-42741
10.1
17-Mar-26
10.44
Intentionally left blank
10.45 #
Promissory Note, dated April 10, 2026, in the principal amount of $6,000,000 issued to Dream America Marketing Services, Ltda.
8-K
001-42741
10.1
13-Apr-26
10.46 †#
Independent Director Engagement Agreement, dated April 16, 2026, between the Company and Shayna Quinn
8-K
001-42741
10.1
12-Sep-25
10.47 †#
Employment Agreement, dated May 1, 2026, between the Company and Atara Dzikowski
8-K
001-42741
10.1
4-May-26
10.48 †#
Amendment No. 1, dated May 8, 2026, to Employment Agreement dated September 2, 2025 with Jez Willman
8-K
001-42741
10.1
11-May-26
10.49 *
Share Purchase and Shareholders Agreement, dated May 12, 2026, by and between VisionWave Israel Ltd. and Mr. Ian Paklida (VIP Lux Travel Ltd. and PKLST Tourism and Leisure Ltd.)
10.50 *
Share Exchange and Swap Agreement, dated May 17, 2026, by and between VisionWave Holdings, Inc. and T3 Defense Inc.
10.51 †
Employment Agreement, dated June 1, 2026, between VisionWave IL Ltd. and Einav Eliraz
8-K
001-42741
10.1
2-Jun-26
10.52
Securities Exchange Agreement, dated June 2, 2026, by and between VisionWave Holdings, Inc. and Foresight Autonomous Holdings Ltd.
8-K
001-42741
10.1
4-Jun-26
10.53 †
Amendment No. 1, dated June 11, 2026, to Employment Agreement dated August 6, 2025 with Danny Rittman
8-K
001-42741
10.1
12-Jun-26
10.54 *#
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.
104
10.55
Intentionally left blank
10.56
Securities Purchase Agreement, dated July 20, 2026, between VisionWave Holdings, Inc. and YA II PN, Ltd.
8-K
001-42741
10.1
21-Jul-26
10.57
Registration Rights Agreement, dated July 20, 2026, between VisionWave Holdings, Inc. and YA II PN, Ltd.
8-K
001-42741
10.2
21-Jul-26
10.58
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.
8-K
001-42741
10.3
21-Jul-26
10.59
Consent and Deferral Letter Agreements, dated July 20, 2026, with each of Dream America Marketing Services, Ltda. and Adrian Holdings S.R.L.
8-K
001-42741
10.4
21-Jul-26
10.6
Side Letter, dated July 28, 2026, by and among VisionWave Holdings, Inc., Matania (Mati) Moskovich and C.M. Composite Materials Ltd.
8-K
001-42741
10.1
30-Jul-26
10.61
Sponsorship Agreement, dated August 5, 2026, by and between VisionWave Holdings, Inc. and Hen Basketball Haifa Club
8-K
001-42741
10.1
10-Aug-26
14.1
Code of Ethics of VisionWave Holdings Inc.
8-K
001-42741
14.1
22-Jul-25
21.1 *
List of Subsidiaries
31.1 *
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
31.2 *
Certification of Principal Financial 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
32.1 **
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 **
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97
Compensation Recovery Policy of VisionWave Holdings Inc., effective May 29, 2025
8-K
001-42741
99.3
22-Jul-25
99.1
Policy on Granting Equity Awards of VisionWave Holdings Inc., adopted July 16, 2025
8-K
001-42741
99.1
22-Jul-25
99.2
Insider Trading Policy of VisionWave Holdings Inc., adopted July 16, 2025
8-K
001-42741
99.2
22-Jul-25
99.3
Business Development Committee Charter of VisionWave Holdings Inc., adopted December 8, 2025
8-K
001-42741
99.1
10-Dec-25
101.INS *
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)
101.SCH *
Inline XBRL Taxonomy Extension Schema Document
101.CAL *
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE *
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 *
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
105
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VISIONWAVE HOLDINGS, INC.
Date: August 19,2026
By:
/s/ Douglas Davis
Name:
Douglas Davis
Title:
Chief Executive Officer & Executive Chairman
(Principal Executive Officer)
VISIONWAVE HOLDINGS, INC.
Date: August 19, 2026
By:
/s/ Erik Klinger
Name:
Erik Klinger
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
106
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.