VisionWave Holdings Reports Director/Officer Changes & Financials

TL;DR

VisionWave Holdings (VWAV) filed an 8-K detailing director/officer changes and financial updates.

AI Summary

VisionWave Holdings, Inc. filed an 8-K on September 3, 2025, reporting events as of September 2, 2025. The filing pertains to the departure of directors, election of directors, appointment of officers, and compensatory arrangements. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational execution.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with the filing of financial statements, can indicate significant internal developments that may affect the company's future performance.

Key Players & Entities

• VisionWave Holdings, Inc. (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• September 3, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share VWAV The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 VWAVW The Nasdaq Stock Market LLC
• $120,000 — will receive an initial base salary of $120,000 per year, increasing to $240,000 upon t
• $240,000 — ary of $120,000 per year, increasing to $240,000 upon the Company achieving $10,000,000
• $10,000,000 — to $240,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day per
• $360,000 — 0-day period, and further increasing to $360,000 upon achieving $60,000,000 in revenue d
• $60,000,000 — r increasing to $360,000 upon achieving $60,000,000 in revenue during any ninety 90-day per
• $200,000 — ary of $120,000 per year, increasing to $200,000 upon the Company achieving $10,000,000
• $300,000 — 0-day period, and further increasing to $300,000 upon achieving $60,000,000 in revenue d
• $600,000 — ed to severance equal to the greater of $600,000 or two (2) times their then-current bas
• $9.09 — Each Option has an exercise price of $9.09 per share (the fair market value on the

Filing Documents

• e6821_8k.htm (8-K) — 40KB
• e6821_ex10-1.htm (EX-10.1) — 42KB
• e6821_ex10-2.htm (EX-10.2) — 46KB
• e6821_ex10-3.htm (EX-10.3) — 46KB
• e6821_ex10-4.htm (EX-10.4) — 44KB
• 0001731122-25-001193.txt ( ) — 478KB
• vwav-20250902.xsd (EX-101.SCH) — 4KB
• vwav-20250902_def.xml (EX-101.DEF) — 26KB
• vwav-20250902_lab.xml (EX-101.LAB) — 36KB
• vwav-20250902_pre.xml (EX-101.PRE) — 25KB
• e6821_8k_htm.xml (XML) — 6KB

02 Departure of Directors or Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 2, 2025, the Company entered into employment agreements (each, an "Employment Agreement") with Elad Shoval, as Chief Revenue Officer, David Allon, as Chief Operating Officer, and Jaz Williman, as Senior Systems Engineer – UGV (collectively, the "Executives"). Each Employment Agreement has an initial term of three (3) years, commencing on September 2, 2025, and is subject to automatic one-year renewals thereafter unless terminated by either party with at least thirty (30) days' prior written notice. Under the Employment Agreements: Mr. Shoval will receive an initial base salary of $120,000 per year, increasing to $240,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day period, and further increasing to $360,000 upon achieving $60,000,000 in revenue during any ninety 90-day period, with subsequent adjustments to fair market rates. In addition, Mr. Shoval shall be eligible for an annually performance bonus targeted to be equal to 0.05% of the Company's net revenue as reflected in the Company's financial statements. Mr. Allon will receive an initial base salary of $120,000 per year, increasing to $240,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day period, and further increasing to $360,000 upon achieving $60,000,000 in revenue during any ninety 90-day period, with subsequent adjustments to fair market rates. In addition, Mr. Allon shall be eligible for an annually performance bonus targeted to be equal to 0.5% of the Company's net income as reflected in the Company's financial statements. Mr. Williman will receive an initial base salary of $120,000 per year, increasing to $200,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day period, and further increasing to $300,000 upon achieving $60,000,000 in revenue dur

financial statements

financial statements. Each Executive is eligible for four (4) weeks of paid vacation per year, participation in the Company's benefit plans (including medical, dental, vision, disability, life insurance, and 401(k) plans), and reimbursement of reasonable business expenses. In the event of termination without cause or resignation for good reason, each Executive is entitled to severance equal to the greater of $600,000 or two (2) times their then-current base salary, payable within six (6) months of termination, Upon a change in control followed by termination within three (3) months, all outstanding equity awards vest immediately, and severance becomes payable. Each Employment Agreement includes standard provisions for termination for cause, death, disability, or without good reason, with limited payments in such cases. Additionally, as a condition to entering into the Employment Agreements, each Executive entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement and a Mutual Agreement to Arbitrate with the Company. Additionally, pursuant to the Employment Agreements and under 2025 Omnibus Equity Incentive Plan (the "Plan") (subject to shareholder approval thereof), the Company granted nonstatutory stock options (each, an "Option") to the Executives as follows: Mr. Shoval was granted Options to purchase 500,000 shares of Common Stock. Mr. Allon was granted Options to purchase 500,000 shares of Common Stock. Mr. Williman was granted an Option to purchase 250,000 shares of Common Stock. Each Option has an exercise price of $9.09 per share (the fair market value on the grant date) and vests in twelve (12) equal quarterly installments over four (4) years, commencing on the date of shareholder approval of the Plan (the "Approval Date"). The Options are exercisable for five (5) years from the grant date and allow for cashless exercise. The grants

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval - CRO 10.2 Employment Agreement, dated September 2, 2025, by and between the Company and David Allon - COO 10.3 Employment Agreement, dated September 2, 2025, by and between the Company and Jez Williman - Senior Systems Engineer – UGV 10.4 Form of Nonstatutory Stock Option Agreement 10.5 Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (1) 10.6 Form of Mutual Agreement to Arbitrate (1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 6, 2025

SIGNATURES

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. Dated: September 3, 2025 VisionWave Holdings, Inc. By: /s/ Noam Kenig Name: Noam Kenig Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR