Welcome to our dedicated page for VisionWave Holdings SEC filings (Ticker: VWAVW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page presents U.S. Securities and Exchange Commission filings related to the redeemable warrants of VisionWave Holdings, Inc. (trading symbol VWAVW) and associated disclosures about the company’s capital structure and governance. VisionWave’s common stock trades on The Nasdaq Stock Market LLC under the symbol VWAV, and its redeemable warrants, each whole warrant exercisable for one share of common stock at a stated exercise price, trade under the symbol VWAVW, as described in multiple Current Reports on Form 8-K.
In these filings, investors can review Current Reports on Form 8-K that discuss material definitive agreements, warrant terms, employment agreements, equity incentive plans, joint venture arrangements, and collaborations. For example, VisionWave has filed 8-Ks describing its Standby Equity Purchase Agreement and related convertible promissory notes, the adoption of its 2025 Omnibus Equity Incentive Plan, and employment agreements with executives and key personnel that include stock option grants and severance provisions. Other 8-Ks outline strategic joint venture agreements and memoranda of understanding for defense-related programs.
Registration statements such as the Form S-1 for the resale of shares issuable under the Standby Equity Purchase Agreement provide additional detail on how VisionWave may issue common stock in connection with financing arrangements, and how the warrants and related securities are registered. Notifications such as Form 12b-25 explain timing considerations for periodic reports.
On Stock Titan, these filings are supplemented with AI-powered summaries that highlight key terms, such as warrant exercise conditions, equity issuance mechanics, and material contract provisions. Real-time updates from EDGAR ensure that new 8-Ks, S-1 amendments, and other relevant documents are added as they become available. Users interested in VWAVW can use this page to understand how VisionWave structures its warrants, equity incentives, and financing tools, and how these elements fit into its broader defense-technology and autonomy strategy.
VisionWave Holdings, Inc. appointed current director Atara Dzikowski as Vice President of Mergers and Acquisitions effective May 1, 2026. Her employment agreement provides a three-year initial term starting April 1, 2026, with an annual base salary of $240,000 and eligibility for standard executive benefits.
She is granted an equity award of 500,000 shares of common stock or restricted stock units under the 2025 Omnibus Equity Incentive Plan, with 150,000 shares vesting immediately and the remaining 350,000 shares vesting based on time and consolidated revenue milestones up to $17,500,000. On a termination without cause or for good reason, she is entitled to accrued benefits plus severance equal to her then-current base salary, subject to a release.
In connection with her new executive role, Ms. Dzikowski resigned from the Audit, Compensation, and Nominating and Governance Committees, though she remains a non-independent board member. The Board reconstituted these committees with new members and confirmed they continue to meet Nasdaq independence and composition requirements.
VisionWave Holdings, Inc. appointed current director Atara Dzikowski as Vice President of Mergers and Acquisitions effective May 1, 2026. Her employment agreement provides a three-year initial term starting April 1, 2026, with an annual base salary of $240,000 and eligibility for standard executive benefits.
She is granted an equity award of 500,000 shares of common stock or restricted stock units under the 2025 Omnibus Equity Incentive Plan, with 150,000 shares vesting immediately and the remaining 350,000 shares vesting based on time and consolidated revenue milestones up to $17,500,000. On a termination without cause or for good reason, she is entitled to accrued benefits plus severance equal to her then-current base salary, subject to a release.
In connection with her new executive role, Ms. Dzikowski resigned from the Audit, Compensation, and Nominating and Governance Committees, though she remains a non-independent board member. The Board reconstituted these committees with new members and confirmed they continue to meet Nasdaq independence and composition requirements.
VisionWave Holdings provided a broad corporate update highlighting new technology, deals, financing, and governance steps. The company filed a non-provisional U.S. patent for an AI-assisted multi-modal RF fire-control system aimed at all-domain target engagement in degraded visual conditions.
VisionWave completed the acquisition of the xClibre AI video intelligence IP for 7,000,000 shares of common stock plus a $6,000,000 promissory note; the IP was independently valued at about $60,000,000. It also signed a non-binding term sheet to acquire up to 51% of Foresight Autonomous in exchange for $17,500,000 in VWAV equity and reported its first commercial homeland security purchase order in Latin America.
The company previously secured a $20,000,000 senior loan from YA II PN, Ltd., issued at a 15% original issue discount for net cash proceeds of $16,975,000 and accompanied by warrants for 1,333,333 shares at $9.00 per share. A Form S-1 was filed to register approximately 6,148,943 shares for resale by existing holders, and as of April 15, 2026, 23,847,137 common shares were outstanding. VisionWave also added independent director Shayna Quinn to its board.
VisionWave Holdings provided a broad corporate update highlighting new technology, deals, financing, and governance steps. The company filed a non-provisional U.S. patent for an AI-assisted multi-modal RF fire-control system aimed at all-domain target engagement in degraded visual conditions.
VisionWave completed the acquisition of the xClibre AI video intelligence IP for 7,000,000 shares of common stock plus a $6,000,000 promissory note; the IP was independently valued at about $60,000,000. It also signed a non-binding term sheet to acquire up to 51% of Foresight Autonomous in exchange for $17,500,000 in VWAV equity and reported its first commercial homeland security purchase order in Latin America.
The company previously secured a $20,000,000 senior loan from YA II PN, Ltd., issued at a 15% original issue discount for net cash proceeds of $16,975,000 and accompanied by warrants for 1,333,333 shares at $9.00 per share. A Form S-1 was filed to register approximately 6,148,943 shares for resale by existing holders, and as of April 15, 2026, 23,847,137 common shares were outstanding. VisionWave also added independent director Shayna Quinn to its board.
VisionWave Holdings, Inc. reported initial director equity holdings for Quinn Shayna Theresa. She received an annual equity grant of 3,174 shares of common stock as director compensation, valued at $24,000 under the company’s 2024 Omnibus Equity Incentive Plan.
The grant is structured as restricted stock that vests in full after twelve months of continuous board service, with accelerated vesting upon a Change in Control, death, or disability. Following this grant, Quinn Shayna Theresa holds 3,174 shares of common stock directly.
VisionWave Holdings, Inc. reported initial director equity holdings for Quinn Shayna Theresa. She received an annual equity grant of 3,174 shares of common stock as director compensation, valued at $24,000 under the company’s 2024 Omnibus Equity Incentive Plan.
The grant is structured as restricted stock that vests in full after twelve months of continuous board service, with accelerated vesting upon a Change in Control, death, or disability. Following this grant, Quinn Shayna Theresa holds 3,174 shares of common stock directly.
VisionWave Holdings, Inc. appointed Shayna Quinn to its Board of Directors, effective April 16, 2026, to serve until the next annual stockholder meeting and until a successor is elected and qualified. The Board determined she is an independent director under Nasdaq Listing Rule 5605(a)(2) and applicable SEC rules.
Ms. Quinn, age 33, has more than nine years of executive experience in high-growth technology and transportation, including M&A integration and market expansion roles at Windels Marx, Kaptyn, and Juno. Under an Independent Director Engagement Agreement dated April 16, 2026, she will receive a $36,000 annual cash retainer and an annual $60,000 restricted stock grant under the 2024 Omnibus Equity Incentive Plan, with stock vesting after 12 months of continuous service and potential accelerated vesting upon a Change in Control or her death or disability.
VisionWave Holdings, Inc. appointed Shayna Quinn to its Board of Directors, effective April 16, 2026, to serve until the next annual stockholder meeting and until a successor is elected and qualified. The Board determined she is an independent director under Nasdaq Listing Rule 5605(a)(2) and applicable SEC rules.
Ms. Quinn, age 33, has more than nine years of executive experience in high-growth technology and transportation, including M&A integration and market expansion roles at Windels Marx, Kaptyn, and Juno. Under an Independent Director Engagement Agreement dated April 16, 2026, she will receive a $36,000 annual cash retainer and an annual $60,000 restricted stock grant under the 2024 Omnibus Equity Incentive Plan, with stock vesting after 12 months of continuous service and potential accelerated vesting upon a Change in Control or her death or disability.
VisionWave Holdings, Inc. director Ravid Chagay has filed an initial statement of ownership, reporting direct holdings of 5,245 shares of common stock, $0.01 par value. This Form 3 establishes his starting equity position as an insider without indicating any recent share purchases or sales.
VisionWave Holdings, Inc. director Ravid Chagay has filed an initial statement of ownership, reporting direct holdings of 5,245 shares of common stock, $0.01 par value. This Form 3 establishes his starting equity position as an insider without indicating any recent share purchases or sales.
VisionWave Holdings, Inc. has filed a resale registration covering 6,148,943 shares of common stock. This includes 2,715,610 existing shares, 2,100,000 shares issuable upon exercise of pre-funded warrants and 1,333,333 shares issuable upon exercise of a warrant.
The shares may be sold from time to time by selling stockholders, and VisionWave is not selling any shares itself. The company will receive only nominal proceeds from exercises of the pre-funded warrants and any proceeds if the $9.00 warrant is exercised. As of April 15, 2026, 23,847,137 shares of common stock were outstanding.
The filing describes recent strategic moves, including the Blade Ranger acquisition paid with 1,500,000 shares and pre-funded warrants, a staged equity exchange with SaverOne, and a $20,000,000 senior loan and warrant financing from YA II PN, Ltd. It also highlights significant risk factors around capital needs, dilution from warrant structures and financing agreements, and execution risks in defense and AI-driven unmanned systems.
VisionWave Holdings, Inc. has filed a resale registration covering 6,148,943 shares of common stock. This includes 2,715,610 existing shares, 2,100,000 shares issuable upon exercise of pre-funded warrants and 1,333,333 shares issuable upon exercise of a warrant.
The shares may be sold from time to time by selling stockholders, and VisionWave is not selling any shares itself. The company will receive only nominal proceeds from exercises of the pre-funded warrants and any proceeds if the $9.00 warrant is exercised. As of April 15, 2026, 23,847,137 shares of common stock were outstanding.
The filing describes recent strategic moves, including the Blade Ranger acquisition paid with 1,500,000 shares and pre-funded warrants, a staged equity exchange with SaverOne, and a $20,000,000 senior loan and warrant financing from YA II PN, Ltd. It also highlights significant risk factors around capital needs, dilution from warrant structures and financing agreements, and execution risks in defense and AI-driven unmanned systems.
VisionWave Holdings, Inc. has completed the acquisition of the intellectual property assets underlying the xClibre AI video intelligence platform from Dream America Marketing Services, Ltda. The deal adds a visual perception layer intended to complement VisionWave’s existing RF-based sensing technologies.
As consideration, VisionWave agreed to deliver 7,000,000 shares of common stock and a $6,000,000 promissory note. At closing, the seller received 3,500,000 shares and the note, with an additional 3,500,000 contingent shares issuable upon satisfactory proof-of-concept results and Nasdaq Shareholder Approval under Listing Rule 5635. An independent valuation by BDO Consulting Group assessed the xClibre IP at approximately $60,000,000 as of April 10, 2026, and VisionWave’s board received a fairness opinion supporting the transaction.
If proof-of-concept approval is not obtained within nine months of closing, VisionWave must transfer 60% of the equity in subsidiary xClibre Inc. to the seller while the seller retains the initial 3,500,000 shares and the note. The initial share issuance relied on a private-offering exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. VisionWave plans to validate the technology through a structured proof-of-concept in the second half of 2026 and then pursue commercialization across defense, critical infrastructure, and smart environment applications.
VisionWave Holdings, Inc. has completed the acquisition of the intellectual property assets underlying the xClibre AI video intelligence platform from Dream America Marketing Services, Ltda. The deal adds a visual perception layer intended to complement VisionWave’s existing RF-based sensing technologies.
As consideration, VisionWave agreed to deliver 7,000,000 shares of common stock and a $6,000,000 promissory note. At closing, the seller received 3,500,000 shares and the note, with an additional 3,500,000 contingent shares issuable upon satisfactory proof-of-concept results and Nasdaq Shareholder Approval under Listing Rule 5635. An independent valuation by BDO Consulting Group assessed the xClibre IP at approximately $60,000,000 as of April 10, 2026, and VisionWave’s board received a fairness opinion supporting the transaction.
If proof-of-concept approval is not obtained within nine months of closing, VisionWave must transfer 60% of the equity in subsidiary xClibre Inc. to the seller while the seller retains the initial 3,500,000 shares and the note. The initial share issuance relied on a private-offering exemption under Section 4(a)(2) and/or Regulation D of the Securities Act. VisionWave plans to validate the technology through a structured proof-of-concept in the second half of 2026 and then pursue commercialization across defense, critical infrastructure, and smart environment applications.
VisionWave Holdings, Inc. ownership update: Magic Internacional Argentina FC S.L. LLC reports beneficial ownership of 753,013 shares of Common Stock, representing 3.8% of the class as shown on the filing dated 04/09/2026. The filing lists sole voting and dispositive power for 753,013 shares.
VisionWave Holdings, Inc. ownership update: Magic Internacional Argentina FC S.L. LLC reports beneficial ownership of 753,013 shares of Common Stock, representing 3.8% of the class as shown on the filing dated 04/09/2026. The filing lists sole voting and dispositive power for 753,013 shares.
VisionWave Holdings, Inc. has received a signed purchase order from a Latin American governmental public safety organization for drone-based operational systems and integrated payload technologies. The order follows earlier technical presentations to senior government officials and represents an initial commercial deployment of VisionWave’s platforms.
The purchase order is structured as a phased, multi-system deployment, with initial delivery expected to begin in 2026 and subject to delivery milestones, quantity confirmations, and standard commercial terms. VisionWave cautions that performance, acceptance, and other contractual conditions apply and there is no assurance the full scope will be completed or that all anticipated revenues will be realized.
VisionWave Holdings, Inc. has received a signed purchase order from a Latin American governmental public safety organization for drone-based operational systems and integrated payload technologies. The order follows earlier technical presentations to senior government officials and represents an initial commercial deployment of VisionWave’s platforms.
The purchase order is structured as a phased, multi-system deployment, with initial delivery expected to begin in 2026 and subject to delivery milestones, quantity confirmations, and standard commercial terms. VisionWave cautions that performance, acceptance, and other contractual conditions apply and there is no assurance the full scope will be completed or that all anticipated revenues will be realized.
VisionWave Holdings, Inc. issued a corporate update describing plans to build an integrated multi-domain intelligence platform spanning autonomous systems, RF-based sensing, artificial intelligence infrastructure, computational acceleration, and proposed subsurface energy intelligence.
The company highlighted completion of the first stage of its SaverOne transaction to advance RF sensing and counter-drone capabilities, SolarDrone’s acquisition of a controlling interest in Junko Solar for energy-related infrastructure, and preliminary alignment with the largest creditor of C.M. Composite Materials toward a potential controlling stake. VisionWave also secured an exclusive pathway toward potential participation in Liberia offshore Blocks LB-4 and LB-5, formed an Israeli subsidiary with a local leadership team, and continued global government-focused engagement in Latin America, India, Europe, and the Middle East. Management stresses these technologies and initiatives remain at research, evaluation, or exploratory stages with no assurance of successful development, commercialization, or binding contracts.
VisionWave Holdings, Inc. issued a corporate update describing plans to build an integrated multi-domain intelligence platform spanning autonomous systems, RF-based sensing, artificial intelligence infrastructure, computational acceleration, and proposed subsurface energy intelligence.
The company highlighted completion of the first stage of its SaverOne transaction to advance RF sensing and counter-drone capabilities, SolarDrone’s acquisition of a controlling interest in Junko Solar for energy-related infrastructure, and preliminary alignment with the largest creditor of C.M. Composite Materials toward a potential controlling stake. VisionWave also secured an exclusive pathway toward potential participation in Liberia offshore Blocks LB-4 and LB-5, formed an Israeli subsidiary with a local leadership team, and continued global government-focused engagement in Latin America, India, Europe, and the Middle East. Management stresses these technologies and initiatives remain at research, evaluation, or exploratory stages with no assurance of successful development, commercialization, or binding contracts.