VWAV 10-K & 10-Q changes, risk factors and insider trading
VisionWave Holdings, Inc. (also VWAVW) · Nasdaq · Services-Prepackaged Software · CIK 2038439 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
New heading “Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital on acceptable terms, we may not be able to execute our business plans, and our prospects, financial condition, and results of operations could be materially adversely affected.”
New heading “We face significant challenges in integrating our recent and contemplated acquisitions, asset purchases, joint ventures and strategic transactions, and there can be no assurance that we will successfully close pending stages or future deals or realize the anticipated benefits of our business plan. Any failure could materially and adversely affect our business, financial condition, results of operations, liquidity and the market price of our common stock.”
New heading “Substantial Sales or Issuances of Common Stock Under Our Financing Arrangements with YA II May Cause Our Stock Price to Decline and Result in Dilution to Our Stockholders.”
New heading “The Number of Shares Issuable and the Proceeds We May Receive Under the SEPA Are Uncertain and May Be Materially Less Than the Maximum Commitment.”
New heading “Our Obligations Under the Convertible Notes and the Promissory Note May Require Significant Cash Payments That Could Adversely Affect Our Liquidity, Financial Condition, and Operations.”
New heading “Investors Who Purchase Shares at Different Times May Pay Different Prices and Experience Different Levels of Dilution.”
Removed heading “We will require significant additional capital, and future financings may result in substantial dilution or be unavailable on acceptable terms.”
Largest changes
“Certain events under the Convertible Notes (including a Floor Price Event, Exchange Cap Event, or Registration Event, subject to post-Rule 144 Date provisions) trigger monthly amortization payments of $750,000 plus a 5% premium and accrued interest. The Note requires substantial monthly amortization payments and contains customary covenants, including restrictions on variable rate transactions, additional indebtedness without YA II’s consent, and use of proceeds. …”see in full comparison
“We face significant challenges in integrating our recent and contemplated acquisitions, asset purchases, joint ventures and strategic transactions, and there can be no assurance that we will successfully close pending stages or future deals or realize the anticipated benefits of our business plan. Any failure could materially and adversely affect our business, financial condition, results of operations, liquidity and the market price of our common stock.”see in full comparison
“As of June 30, 2026, our principal source of liquidity is our cash balance in the amount of approximately $14 million. While the SEPA provides us with the right, but not the obligation, to sell shares to YA II, our ability to utilize the facility is subject to conditions that may not be satisfied, including registration effectiveness, market conditions, and the Exchange Cap (unless stockholder approval is obtained in accordance with Nasdaq rules). …”see in full comparison
“Our Obligations Under the Convertible Notes and the Promissory Note May Require Significant Cash Payments That Could Adversely Affect Our Liquidity, Financial Condition, and Operations.”see in full comparison
“On July 25, 2025, we entered into the Standby Equity Purchase Agreement (as amended, the “SEPA”) with YA II PN, LTD. (“YA II”), pursuant to which we may sell up to $50 million of our common stock from time to time. In connection with the SEPA, YA II provided a $5 million Pre-Paid Advance (evidenced by Convertible Notes issued at 94% of principal, bearing 6% interest, with conversion rights at the lower of $10.00 or 93% of the lowest daily VWAP during the five preceding trading days, subject to a $1.00 floor price). …”see in full comparison
“In addition to the SEPA facility (under which we may sell up to $50 million of common stock, subject to limitations), we have received substantial capital from YA II. We received a $5.0 million Pre-Paid Advance under the SEPA, evidenced by convertible notes issued at 94% of principal, bearing 6% interest (increasing to 18% upon default), with a 12-month maturity per tranche (the “Convertible Notes”). …”see in full comparison
Full comparison: every changed paragraph (44)
As of MarchJune 31,30, 2026, there have been no material changes to the risk factors
previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the Securities and Exchange
Commission (the “SEC”) on December 31, 2025, and in our Registration Statement on Form S-1 filed with the Securities and Exchange CommissionSEC on April 16,
2026 (the
“S-1”), which is incorporated by reference herein. The following risk factors supplement and highlight certain risks
from from
the S-1 that remain particularly material to the Company in light of events occurring during the quarter ended MarchJune 31,30, 2026. These
risks, risks,
together with those in the S-1 and our other SEC filings, could materially and adversely affect our business, financial condition,
results results
of operations, cash flows, and the trading price of our Common Stock. Investors should carefully consider these risks before making
any any
investment decision.
We are an early-stage company with limited operating history. We have incurred
significant net losses since inception, and we expect to continue to incur substantial operating losses as we advance our technology development,
integration initiatives (including Solar Drone and the SaverOne platform), and commercialization efforts. As of MarchJune 31,30, 2026, our liquidity
position and cash runway remain limited. TheseAbsent factorsthe mitigating plans and the committed financial support described in Note 2 to the accompanying
unaudited condensed consolidated financial statements, these conditions would raise substantial doubt about our ability to continue as
a going concern within
one year after the date these financial statements are issued. Although management has concluded that such doubt
has been alleviated, there can be no assurance that the committed support will be sufficient or available when needed. Our ability to
continue operations depends on our ability to obtain additional
financing, generate revenue from customer orders, and achieve positive
cash flow, none of which is assured.
Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital on acceptable terms, we may not be able to execute our business plans, and our prospects, financial condition, and results of operations could be materially adversely affected.
The extent to which we rely on YA II PN, LTD. (“YA II”) as a source of funding depends on multiple factors, including the prevailing market price of our common stock, our ability to satisfy the conditions necessary to deliver Advance Notices under the Standby Equity Purchase Agreement dated July 25, 2025 (as amended, the “SEPA”), the impact of the Exchange Cap and Ownership Limitation under the SEPA, and our success in securing funding from other sources.
In addition to the SEPA facility (under which we may sell up to $50 million of common stock, subject to limitations), we have received substantial capital from YA II. We received a $5.0 million Pre-Paid Advance under the SEPA, evidenced by convertible notes issued at 94% of principal, bearing 6% interest (increasing to 18% upon default), with a 12-month maturity per tranche (the “Convertible Notes”). On February 26, 2026, we entered into a Letter Agreement with YA II pursuant to which YA II provided a $20 million senior loan (the “Loan”) evidenced by a Promissory Note (the “Note”) issued at a 15% original issue discount, resulting in net cash proceeds of approximately $16.975 million after fees. The Note bears 0% interest (increasing to 18% upon an Event of Default), matures in 12 months, and requires monthly amortization payments of $2.5 million of principal plus a 2% premium (commencing on the 60th day after issuance). Amortization may be satisfied in cash or, subject to a 30-day repayment waterfall in favor of YA II, by delivering an Advance under the SEPA. Concurrently, we issued YA II a five-year warrant to purchase 1,333,333 shares of common stock at an exercise price of $9.00 per share. The obligations under the Note are guaranteed by each of our subsidiaries.
We have experienced operating losses and expect to continue to incur operating losses as we implement our business plans in the defense technology, advanced sensing, AI, and related sectors. We expect our capital expenditures to remain significant as we expand operations, including through our network of subsidiaries and strategic initiatives. Our limited operating history in certain areas means our capital requirements are uncertain and may differ materially from current expectations. New growth opportunities may also require additional capital.
As of June 30, 2026, our principal source of liquidity is our cash balance in the amount of approximately $14 million. While the SEPA provides us with the right, but not the obligation, to sell shares to YA II, our ability to utilize the facility is subject to conditions that may not be satisfied, including registration effectiveness, market conditions, and the Exchange Cap (unless stockholder approval is obtained in accordance with Nasdaq rules). In addition, certain events under the Convertible Notes (including a Floor Price Event or Exchange Cap Event, subject to post-Rule 144 Date provisions) may trigger monthly amortization payments of $750,000 plus a 5.0% premium and accrued interest. An uncured Event of Default under the Note could result in acceleration of the full amount, 18% default interest, and conversion rights at a discount to market (subject to a 4.99% beneficial ownership blocker and floor price).
Any additional debt incurred from YA II or third parties could increase our vulnerability to downturns in operating results or economic conditions. If our cash flow from operations is insufficient to meet debt service obligations—including monthly amortizations under the Note or potential accelerated payments under the Convertible Notes—we may be required to refinance, dispose of assets, or seek additional financing on unfavorable terms.
As an early-stage growth company, our ability to access capital is critical. We expect to continue seeking additional capital through the SEPA (when conditions permit), other equity or equity-linked offerings, credit facilities, or debt securities to finance future expenditures. Sales of additional equity or equity-linked securities (including under the SEPA, upon conversion of the Note or Convertible Notes, or exercise of the Warrant) will dilute our existing stockholders. Incurrence of additional indebtedness would increase debt service obligations and could impose restrictive operating and financial covenants.
Our ability to raise sufficient funds on favorable terms is subject to general market conditions, investor acceptance of our business model, and our compliance with the terms of existing arrangements with YA II. If we are unable to obtain adequate financing, we may need to significantly reduce spending, delay or cancel planned activities, or substantially alter our corporate or operational structure. We might not obtain any such funding, or we might not have sufficient resources to conduct our business as projected. Either outcome could force us to curtail or discontinue operations, materially adversely affecting our prospects, financial condition, and consolidated results of operations, in which case investors could lose some or all of their investment.
We will require significant additional capital, and future financings
may result in substantial dilution or be unavailable on acceptable terms.
Our business plan requires substantial capital to fund operations, technology
integration, manufacturing scale-up, and milestone payments under existing agreements. Although we completed the Stage 1 Closing under
the SaverOne Exchange Agreement and received net proceeds from the YA II PN Ltd. senior loan in February 2026, we will need additional
funding. Failure to obtain financing on commercially reasonable terms (or at all) could force us to delay, scale back, or abandon our
development and commercialization plans, which would materially and adversely affect our business, financial condition, and results of
operations.
The SaverOne transaction is structured in three stages,
with Stage 1 – 3 completed
on Marchby 5,June 30, 2026. Achievement of Stages 2 and 3 is contingent upon operational and commercial milestones, regulatory approvals, and compliance
with Nasdaq listing rules. The BladeRanger transaction includes potential issuance of Additional Pre-Funded Warrants if the VWAP condition
is not met. Failure to achieve milestones, integrate acquired technologies and operations (including Solar Drone), or
satisfy regulatory
or shareholder approval requirements could result in loss of strategic benefits, unexpected costs, dilution, or termination
of the arrangements,
any of which would materially and adversely affect our business and financial condition.
As of MarchJune 31,30, 2026, we have outstanding Pre-Funded Warrants (initial and
and potential Additional PFWs under the BladeRanger Agreement), the YA II Warrant, and shares issuable under the SaverOne Exchange Agreement
and management pools. The S-1 registers resale of approximately 6,148,943 shares (including Warrant Shares). Additional issuances pursuant
to these instruments, the 2024 and 2025 Incentive Plans, or future financings will dilute existing stockholders and may depress our stock
price.
We rely on patents, trade secrets, and other intellectual property to protect
our technologies, including the recently acquired xCalibrexClibre™ AI video intelligence portfolio and provisional patent filings. There
can be no assurance that our patents will issue, be enforceable, or provide meaningful commercial protection. We may face claims of infringement
or challenges to our IP rights, any of which could result in costly litigation, licensing obligations, or loss of competitive advantage.
We face significant challenges in integrating our recent and contemplated acquisitions, asset purchases, joint ventures and strategic transactions, and there can be no assurance that we will successfully close pending stages or future deals or realize the anticipated benefits of our business plan. Any failure could materially and adversely affect our business, financial condition, results of operations, liquidity and the market price of our common stock.
Since late 2025, the Company has entered into multiple material transactions, including:
● the January 5, 2026 QuantumSpeed asset purchase from Adrian Holdings S.R.L. (with 7 million contingent shares subject to Nasdaq stockholder approval and potential subsidiary equity transfer if approval is not obtained);
●the January 9, 2026 joint venture with BOCA JOM, LLC, GBT Tokenize Corp. and GBT Technologies, Inc. (subject to Nasdaq Rule 5635 approvals, CFIUS/export controls and other regulatory clearances);
● the three-stage SaverOne equity exchange dated January 26, 2026 (all three stages have closed);
● the December 2025 Blade Ranger acquisition (with additional pre-funded warrants potentially issuable based on VWAP);
●the February 2026 51% acquisition (not closed) of C.M. Composite Materials Ltd. and related $5 million loan facility (expressly conditioned on JV Condition in India and subject to Giza Side Letter restrictions, with closing required by June 30, 2026);
● the March 2026 SolarDrone/Junko solar business acquisition;
●the March 2026 Letter of Engagement with the National Oil Company of Liberia for Blocks LB-4 and LB-5 (requiring a $600,000 signing bonus and future payments - $4,000,000 if Production agreement will be achieved, subject to regulatory and legislative approvals);
● the April 10, 2026 xClibre asset purchase from Dream America Marketing Services, Ltda. (with 3.5 million contingent shares subject to Nasdaq stockholder approval;
● Proposed Data Center Joint Venture. On June 12, 2026, the Company entered into a term sheet with Lucky Whale Production Limited to form a joint venture to develop a Tier IV data center in Beth Shemesh, Israel, in which the Company would hold an effective indirect interest of approximately 51%, with consideration of approximately $40 million in Common Stock issuable to the land owner;
●T3 Defense Share Exchange. On May 17, 2026, the Company issued 475,492 shares of Common Stock (valued at approximately $2.658 million) to T3 Defense Inc. (Nasdaq: DFNS) in exchange for 6,000,000 shares of DFNS common stock; and
● Adrian Holdings Assignment Agreement. On June 22, 2026, the Company assigned to Adrian Holdings S.R.L. its right to receive a portion of the SaverOne shares issuable at the Stage 2 and Stage 3 closings, reducing the outstanding principal of the Adrian Note by approximately $1.43 million.
These and any future transactions expose us to substantial risks, including:
●Integration difficulties. Combining acquired technologies (QuantumSpeed IP, SaverOne RF platforms, C.M. Composite materials, Junko operations, Blade Ranger assets, xClibre assets etc.), personnel, operations and systems across multiple jurisdictions may divert significant management attention, result in higher-than-expected costs, loss of key personnel, operational disruptions, control weaknesses and failure to achieve expected synergies or revenue growth.
●Failure to close or unwind risks. Many transactions remain subject to conditions outside our control, such as Nasdaq stockholder approvals under Rule 5635, regulatory clearances (CFIUS, export controls, Israeli/Indian/Liberian approvals), milestone achievements and the JV Condition. Failure to satisfy these conditions could result in loss of benefits already partially paid for (including cash advances and issued shares), mandatory equity transfers, or forfeiture of consideration without refund.
●Dilution and valuation uncertainty. These deals have caused and will continue to cause substantial dilution through issuance of millions of shares, pre-funded warrants and potential additional securities. The $1.0 billion internal reference value used in the JV was not supported by an independent valuation or fairness opinion.
●International and regulatory risks. Operations in or targeting Israel, India, Costa Rica and Liberia expose us to political, economic, currency, anti-corruption (FCPA), sanctions and national-security risks. Failure to obtain or maintain required approvals could render acquired assets unusable.
Our growth strategy depends heavily on the successful execution and integration of these and future transactions. Failure to manage these risks effectively could have a material adverse effect on our business, financial condition, results of operations and stock price.
Substantial Sales or Issuances of Common Stock Under Our Financing Arrangements with YA II May Cause Our Stock Price to Decline and Result in Dilution to Our Stockholders.
On July 25, 2025, we entered into the Standby Equity Purchase Agreement (as amended, the “SEPA”) with YA II PN, LTD. (“YA II”), pursuant to which we may sell up to $50 million of our common stock from time to time. In connection with the SEPA, YA II provided a $5 million Pre-Paid Advance (evidenced by Convertible Notes issued at 94% of principal, bearing 6% interest, with conversion rights at the lower of $10.00 or 93% of the lowest daily VWAP during the five preceding trading days, subject to a $1.00 floor price). Following effectiveness of the registration statement registering shares issuable under the SEPA, on February 26, 2026, we entered into a Letter Agreement with YA II pursuant to which YA II provided a $20 million senior secured loan (the “Loan”) evidenced by a Promissory Note (the “Note”) issued at a 15% original issue discount, resulting in net proceeds of approximately $16.975 million after fees. The Note bears 0% interest (increasing to 18% upon default), requires monthly amortization payments of $2.5 million of principal plus a 2% premium (commencing on the 60th day after issuance and continuing monthly until maturity in 12 months), and may be satisfied in cash or, subject to a 30-day repayment waterfall in favor of YA II, by delivering an Advance under the SEPA. Concurrently, we issued YA II a five-year Warrant to purchase 1,333,333 shares of common stock at $9.00 per share. The obligations under the Note are guaranteed by each of our subsidiaries.
Any sales of shares under the SEPA, issuances upon conversion of the Convertible Notes or the Note (upon an uncured Event of Default at 90% of the lowest daily VWAP during the 10 preceding trading days, subject to a 4.99% beneficial ownership blocker and floor price), or exercises of the Warrant, or the perception that such sales or issuances may occur, could cause the market price of our common stock to decline significantly. These issuances will dilute the ownership interests of our existing stockholders and may dilute earnings per share and book value per share. We have agreed to register the shares issuable upon exercise of the Warrant and have granted YA II demand registration rights covering shares issuable upon conversion of the Note.
The Number of Shares Issuable and the Proceeds We May Receive Under the SEPA Are Uncertain and May Be Materially Less Than the Maximum Commitment.
We control the timing and amount of any Advances under the SEPA, subject to limitations including the Ownership Limitation, the Exchange Cap (unless stockholder approval is obtained in accordance with Nasdaq rules), and other conditions in the SEPA. The purchase price for shares sold under an Advance is 97% of the lowest daily VWAP during the applicable three-trading-day period. Depending on market conditions and the trading price of our common stock, we may not raise the full $50 million commitment amount even if all currently registered shares are sold, and additional registration statements would be required to sell shares beyond those registered. These factors, together with our obligations under the Note, could limit our access to capital and require us to seek alternative financing on less favorable terms.
Our Obligations Under the Convertible Notes and the Promissory Note May Require Significant Cash Payments That Could Adversely Affect Our Liquidity, Financial Condition, and Operations.
Certain events under the Convertible Notes (including a Floor Price Event, Exchange Cap Event, or Registration Event, subject to post-Rule 144 Date provisions) trigger monthly amortization payments of $750,000 plus a 5% premium and accrued interest. The Note requires substantial monthly amortization payments and contains customary covenants, including restrictions on variable rate transactions, additional indebtedness without YA II’s consent, and use of proceeds. An uncured Event of Default under the Note could result in acceleration, 18% default interest, and immediate conversion rights at a discount to market. These payment obligations, whether satisfied in cash or through SEPA Advances, could materially strain our liquidity and financial resources, particularly if market conditions limit our ability to utilize the SEPA or if we experience Events of Default.
Investors Who Purchase Shares at Different Times May Pay Different Prices and Experience Different Levels of Dilution.
Pursuant to the SEPA, we have discretion over the timing, prices, and number of shares sold to YA II. YA II may resell such shares, the shares issuable upon conversion of the Note (upon default), or the shares issuable upon exercise of the Warrant at different times and prices. As a result, investors purchasing shares in this offering or in the secondary market may experience different levels of dilution and different investment outcomes. The resale of these shares, or the perception that such resales could occur, could also harm the prevailing market price of our common stock.
These risk factors have been prepared on behalf of VisionWave Holdings Inc. (Nasdaq: VWAV) in connection with its SEC reporting obligations and reflect all material facts regarding the SEPA (including the Pre-Paid Advance and Convertible Notes) and the February 26, 2026 Loan transaction with YA II. The disclosures are condensed for clarity while preserving the substance required for investor protection under the Securities Act of 1933, as amended. No additional risks have been identified in the Bylaws or Certificate of Incorporation that require disclosure in this context.
Management's Discussion & Analysis (MD&A)
New heading “Listing In Germany”
New heading “Net loss from sale of Marketable Securities”
New heading “Loss of disposal on investments”
New heading “Change in fair value of other investments”
New heading “The nine months ended June 30, 2026 and 2025.”
New heading “Net gain from sale of Marketable Securities”
New heading “Loss of disposal on investments”
New heading “Change in fair value of other investments”
Removed heading “Recent Accounting Pronouncements”
Removed heading “The six months ended March 31, 2026 and 2025.”
Largest changes
“Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the unaudited condensed consolidated financial statements are issued by considering the following:”see in full comparison
Making estimates requires management to exercise significant judgement.see in full comparisonjudgement.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 termtermdue to one or more future confirming events. Significant estimates include assumptions made in the valuation of the stock options, valuationvaluationof convertible notes, fair value of assets acquired including intangible assets, useful life of intangible assets, valuation of warrants, impairment ofwarrantsgoodwill and intangible assets, recoverability of receivables, and recoverability of deferred tax assets. Accordingly, the actual results could differ from those estimates.
Full comparison: every changed paragraph (113)
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 sixnine months ended MarchJune 31,30, 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.
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. (Stage 1 completed March 2026),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 JuneSeptember 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).
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 (butfour excluding any specialspecific 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.
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.
Pursuant to the JV Agreement, the parties agreed to form a joint venture
limited liability company in the State of Nevada (the “JV LLC”) for the purpose of developing, commercializing, and managing
designated electronic design automation (EDA), defense, and high-security technology projects (the “Designated Projects”).
EquityAll interestscontributions inof the JVCompany’s LLCsecurities
are weresubject determinedto usingcompliance 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 billionbillion. solelyThe toCompany facilitateexplicitly
notes negotiationthat of ownership percentages. Thisthis internal value is not a statement of the JV’s
JV LLC’s actual fair market value andvalue, was reached without the benefit of an independent third-party valuation or fairness opinion. Accordingly,
stockholdersvaluation, and investors are cautionedshould not tobe placerelied undue reliance on this figureupon as an indication of the value offor the JV,JV LLC, its assets,
or the Company’s interest therein for securities law purposes or otherwise. Ownership of the JV LLC is expected to be allocated
among the parties as set forth in the Agreement and related exhibits.therein.
The contributions are as follows:
All contributions of Company securities are subject to compliance with
applicable securities laws and Nasdaq Listing Rules, including obtaining shareholder approval if required under Nasdaq Rule 5635.Governance: The
JV LLC will be governed by
a three-member board, with specific governance and deadlock resolution mechanisms to be set forthestablished in a separate operating agreement.
agreement. TOKENIZE and GBT will not participate in the management or governance of the JV LLC. TheAdditionally, the JV Agreement provides thatpermits the Company
to may
appoint a director to BOCA’s board.board; Anyany reciprocal appointment of a BOCA designee to the Company’s board would beremains 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.LLC, Eachwhile each party retains
ownership of its independently developed intellectualbackground property. License rights terminate
upon termination of the Agreement, subject to limited survival for existing customer obligations.IP. The JV Agreement has an initial term of
seven years and includescontains customary termination
rights, including termination if required regulatory approvals (such ase.g., CFIUS or export
control approvalscontrols) are denied. IfFurthermore, if no Designateddesignated Project project
generates revenue within twelve months following the formation of the JV LLC, the
JV Agreement may be terminatedterminated, and contributed consideration
may be returned, subject to board-level fiduciary determinations. In February 2025,
TOKENIZE and GBT funded the JV LLC with 2,917,602 shares of Common Stock.
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.
At the close of stage 3 of the transaction, VisionWave shareholdings of SaverOne was 41.5%.
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,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 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 $1,500,000$1,300,000
within tenthirty (1030) Business Days following the Effective Date (subject to satisfaction of conditions precedent), to be used for general
working 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 orof the establishment
and 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, 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.
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.
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.
An independent third-party valuation by BDO Consulting Group assessed the
xClibre intellectual property at approximately $60 million as of April 10, 2026, based on certain assumptions regarding future development
success, market adoption, and discount rates. This valuation is not a guarantee of realizable value and is subject to significant risks,
including potential impairment if development milestones are not met. The Company’s Board was provided also with a fairness opinion
by BDO Consulting Group for the structure and the value of the transaction. The Company’s Board of Directors reviewed this valuation
and determined that the transaction is fair to, and in the best interests of, the Company and its stockholders.
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
consecutive trading days immediately preceding the conversion (the “Conversion Price”); provided, that in no event may the Conversion
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
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 any timeanytime 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 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 issuableissued upon conversion of the Note but has agreed to register the shares issuable upon
upon exercise of the Warrant. The Investor has demand registration rights covering all shares of common stock underlying the Note. Upon written
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
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.
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,
thea controlling shareholder of Junko Solar Ltd., an Israeli company engaged in solar panel maintenance and cleaning services. Pursuant to
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:
As part of the Transaction, Junko Solar Ltd. will transfer operational
activities related to solar panel cleaning and maintenance services, including customer relationships, business opportunities,relationships, and related
operational assets to SolarDrone. SolarDrone will manage and operate the business going forward. The transaction was not closed untilon April 1,
March 31, 2026.
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.
At MarchJune 31,30, 2026, the transaction was not closed
and the options were not granted under the employment agreement.
· 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
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.
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.
Until the closing occurs, there can be no assurance that the acquisition
will be consummated on the terms currently contemplated, or at all.
The Company intends to evaluate strategic opportunities relating to the
Target Companies’ operations and potential integration into VisionWave’s broader international business activities.
Making estimates requires management to exercise significant
judgement. 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 term
due to one or more future confirming events. Significant estimates include assumptions made in the valuation of the stock options,
valuation valuation
of convertible notes, fair value of assets acquired including intangible assets, useful life of intangible assets, valuation
of warrants, impairment of warrants
goodwill and intangible assets, recoverability of receivables, and recoverability of deferred tax assets. Accordingly, the actual results could differ from those estimates.
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 common
stock to the extent dilutive. For the three and sixnine months ended MarchJune 31,30, 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. AtAs Marchof 31,June 30, 2026 and
2025, potentially dilutive securities include the public warrants, stock options and the convertible promissory notes.
Recent Accounting Pronouncements
On November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income
Statement Expenses (DISE), requiring additional disclosure of the nature of expenses included in the statements of operations. The new
standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the statements
of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December
15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing
the impact this standard will have on its unaudited condensed consolidated financial statements and related disclosures.
The Company’s management does not believe that any other recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited
condensed consolidated financial statements.
The three months ended MarchJune 31,30, 2026 and 2025.
The following table sets forth the Company’s unaudited condensed
consolidated consolidated
statements of operations data for the three months ended MarchJune 31,30, 2026 and 2025:
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 expenses for the three
months ended MarchJune 31,30, 2026 was $2,922,318
$5,989,701 as compared to $131,463$132,933 for the same period in 2025. The $2,790,855$5,856,768 increase in general and
administrative for the three months
ended MarchJune 31,30, 2026 reflects increases in professional services such as legal, stock-based compensation, consulting and accounting.
The Company anticipates continued investment in public company compliance and professional services as operations expand.
Research and Development expenses for the three
months ended MarchJune 31,
30, 2026 was $271,534,$747,803, as compared to $0$8,548 for the same period in 2025. The $271,534$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.
Sales and marketing for the three months ended MarchJune 31,30, 2026 was $2,159,439$3,167,400 as
as compared to $11,490$4,585 for the same period in 2025. The $2,147,949$3,162,815 increase in sales and marketing reflects increases in marketing such as
as investor awareness costs as the Company continues to develop its products.
Depreciation and amortization for the three months
ended MarchJune 31,30, 2026
was $5,702,250$8,354,343 as compared to $0 for the same period in 2025. The $5,702,250$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.
During the three months ended MarchJune 31,30, 2026, the Company
earned $18,414
$185,789 in interest income on balances held in bank accounts.accounts as well as notes receivable balances.
Interest expense of $2,192,375$5,230,404 for the three months ended MarchJune 31,30, 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
VWAV insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding VWAV (13F)
None of the 59 investors we track reported a position in their latest 13F.