8-K
VisionWave Holdings, Inc. (VWAV)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2026
VisionWaveHoldings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-72741 | 99-5002777 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
| 300 Delaware Ave., Suite 210 # 301<br><br> <br>Wilmington, DE. | 19801 | |
| --- | --- | |
| (Address of Principal Executive<br> Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 305-4790
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | VWAV | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | VWAVW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On March 11, 2026, VisionWave Holdings, Inc. (the "Company") entered into a Side Letter (the "Side Letter") with C.M. Composite Materials Ltd., an Israeli corporation (the "CM Company"), Giza Zinger Even Mezzanine, Limited Partnership ("Giza"), and Matania (Mati) Moskovitch ("Mati"). The Side Letter supplements and addresses certain obligations under the Company's previously disclosed Investment and Share Purchase Agreement dated February 20, 2026 (the "SPA") and Loan Agreement dated February 20, 2026 (the "Loan Agreement," and together with any promissory note issued thereunder, the "Note") with the CM Company and Mati, as well as the settlement agreement dated February 5, 2026, between Giza, Mati, and the CM Company (the "Giza Settlement Agreement"). The SPA and Loan Agreement were previously disclosed in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 21, 2026, and March 5, 2026.
Pursuant to the Side Letter, among other things:
| ● | The<br> Company acknowledges the terms of the Giza Settlement Agreement and agrees that the CM Company's<br> performance thereunder (including payments, reporting, and security perfection) does not<br> constitute a breach or default under the SPA, Loan Agreement, Note, or related agreements. |
|---|---|
| ● | The<br> Company consents to all payments by the CM Company (or its affiliates) to Giza under the<br> Giza Settlement Agreement, including an immediate payment already made by the Company directly<br> to Giza and ongoing periodic payments, and agrees not to interfere with such payments. |
| --- | --- |
| ● | Until<br> full satisfaction of such obligations, neither the CM Company nor the Company shall take<br> actions resulting in dilution of the CM Company's shareholders, including issuances of equity,<br> options, warrants, or convertible securities; the Company further agrees not to exercise<br> conversion rights under the Note without Giza's prior written consent. |
| --- | --- |
| ● | The<br> Company irrevocably commits to provide aggregate funding of at least $5,000,000 to the CM<br> Company, allocated as $1,500,000 for working capital and $3,500,000 for establishing and<br> operating a new facility outside Israel. |
| --- | --- |
| ● | The<br> CM Company's activities outside Israel (including those funded by the committed amount) must<br> be conducted directly by the CM Company, not through subsidiaries or other entities, unless<br> pledged to Giza. |
| --- | --- |
| ● | Neither<br> the Company nor the CM Company shall structure transactions to circumvent the Giza Settlement<br> Agreement's restrictions or payment priorities. |
| --- | --- |
| ● | Mati<br> shall appoint an Israeli trustee (subject to Giza's approval) for certain shares of the CM<br> Company. |
| --- | --- |
The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | 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. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 16, 2026 | |
|---|---|
| VisionWave Holdings, Inc. | |
| By: | /s/ Douglas Davis |
| Name: | Douglas Davis |
| Title: | Interim Chief Executive Officer |
EXHIBIT 10.1
SIDE LETTER
Date: March 11, 2026
This Side Letter (“Side Letter”) is entered into by and among: (i) Giza Zinger Even Mezzanine, Limited Partnership (“Giza”), (ii) C.M.Composite Materials Ltd., an Israeli corporation (the “Company”), (iii) Vision Wave Holdings, Inc., a Delaware corporation (“Vision Wave”) and (iv) Matania (Mati) Moskovitch (“Mati”).
Giza, the Company and Vision Wave are each a “Party” and together, the “Parties”.
RECITALS
| A) | Giza, Mati and the Company entered into that certain settlement and amendment agreement dated February<br>5, 2026 (the “Giza Settlement Agreement”). |
|---|---|
| B) | Vision Wave, Mati and the Company entered into (i) that certain Investment and Share Purchase Agreement<br>dated 20 February, 2026 (“SPA”), and (ii) that certain Loan Agreement dated 20 February, 2026 (“Loan Agreement”)<br>(together with any promissory note issued thereunder, “Note”). |
| --- | --- |
AGREEMENT
Notwithstanding anything to the contrary contained in the SPA, the Loan Agreement, the Note, or any other agreement among Vision Wave and the Company, the Parties hereby agree as follows:
| 1. | Acknowledgment of Giza Settlement Agreement; No Conflict |
|---|
Vision Wave acknowledges that it has received a copy of (or has been made aware of the full terms of) the Giza Settlement Agreement and agrees that the Company’s performance of its obligations thereunder, including payment obligations, reporting obligations and the maintenance and perfection of the securities undertakings contemplated therein, shall not constitute a breach, Event of Default, or any other default under the SPA, the Loan Agreement, the Note, or any other agreement between Vision Wave and the Company.
| 2. | Permitted Payments to Giza |
|---|
All payments to be made by the Company (and/or any of its Affiliates, as applicable) to Giza pursuant to the Giza Settlement Agreement (including the immediate payment – which was done already by Vision Wave directly to Giza, and any periodic payments) are and shall be deemed permitted payments, and Vision Wave hereby irrevocably consents to the making of such payments and agrees that it shall not object, block, restrain or otherwise interfere with such payments.
| 3. | Reporting to Giza |
|---|
The Company confirms and Vision Wave acknowledges and agrees that the Company shall provide to Giza the reporting described in the Giza Settlement Agreement, including quarterly ongoing reports regarding the scope and results of the Company’s activity (including cash flow), the scope of its financial liabilities, order backlog, bank account balances, and copies of the Company’s audited financial statements promptly following their preparation.
| 4. | No Repayment of Shareholder Loans; No Dividends/Distributions |
|---|
The Company undertakes that, until the full satisfaction of the Company’s obligations to Giza under the Giza Settlement Agreement, the Company shall not, directly or indirectly (including through any Affiliate or related party), (i) make any repayment of shareholder loans (principal or interest), and/or (ii) declare or pay any dividend or other distribution.
| 5. | No Dilution |
|---|
Until the full satisfaction of the Company’s obligations to Giza under the Giza Settlement Agreement, neither the Company nor Vision Wave shall take, authorize or permit any action the meaning or effect of which is, or is reasonably expected to result in, any dilution of the Company’s shareholders, including by (i) issuance of any equity securities, or (ii) issuance of any options, warrants or other rights to acquire equity securities, or (iii) issuance of any securities convertible into equity, or (iv) conversion of any instrument into equity.
Without limiting the foregoing, Vision Wave shall not exercise, and shall not permit any exercise of, any conversion rights under the Note (or any similar instrument) to convert any principal, interest or other amounts into equity of the Company, except with Giza’s prior express written consent.
Any consent of Giza under this Section 5 must be in writing and signed by Giza.
| 6. | Funding Amount |
|---|
Vision Wave hereby irrevocably undertakes and agrees to provide funding to the Company in an aggregate amount of not less than USD 5,000,000 (“Funding Amount”). The Funding Amount shall be made available to the Company in accordance with the following allocation: USD 1,500,000 for the Company’s working capital and USD 3,500,000 for the establishment and operation of a new facility outside Israel.
| 7. | Operations Outside Israel to be Conducted by the Company (No Subsidiary Structure) The Parties<br>acknowledge and agree that the Company’s activity outside Israel, including any activity funded by all or any portion of the Funding<br>Amount, shall be conducted directly by the Company and shall not be conducted through a subsidiary and/or any other corporation<br>or legal entity, unless said corporation or legal entity will be pledge to Giza. |
|---|
| 8. | No Use of Funds to Circumvent Giza Settlement Agreement |
|---|
Neither Vision Wave nor the Company shall structure, route, or effect any payment, fee, reimbursement, expense, related-party transaction, or other transfer of value in a manner intended to circumvent the restrictions and payment waterfall contemplated by the Giza Settlement Agreement.
| 9. | Trustee; Irrevocable Instruction; Deposit of the New Shares |
|---|
The Parties agree that a trustee in Israel (“Trustee”) shall be appointed by the shareholder of the Company (Mati) (“theshareholder”), with the identity of the Trustee to be subject to Giza’s prior written approval. Vision Wave acknowledges and agrees that the shares of Vision Wave to be issued/allocated to the shareholder in connection with the SPA (“New Shares”) shall be deposited with, and held by, the Trustee in a dedicated securities account in Israel, for the purpose of securing the Company’s obligations to Giza.
Vision Wave undertakes to execute and deliver, and to use good faith efforts to cause its transfer agent and/or any other relevant intermediary to execute and deliver, all notices, acknowledgments, confirmations, consents and instructions reasonably required to effect the deposit of the New Shares with the Trustee and to enable the creation and perfection of a valid and effective pledge/security interest over the New Shares in favor of Giza, all in accordance with the Giza Settlement Agreement.
Without limiting the foregoing, Vision Wave shall sign an irrevocable instruction directing the deposit of all New Shares with the Trustee, and Vision Wave shall act in accordance with such irrevocable instruction.
| 10. | Timing. |
|---|
The irrevocable instruction and the relevant pledge/security documents shall be completed and executed no later than seven (7) days before the date of the actual issuance of the New Shares, and the Parties shall cooperate in good faith to complete any further actions reasonably required to perfect the foregoing security arrangements.
| 11. | Governing Law |
|---|
This Side Letter shall be governed by the laws of the State of Israel, and the courts of the Central District of Israel shall have exclusive jurisdiction.
| 12. | Entire Agreement |
|---|
This Side Letter constitutes the entire agreement among the Parties with respect to the subject matter hereof and shall prevail in the event of any conflict between this Side Letter and the SPA, the Loan Agreement and/or the Note, as between the Parties.
[SIGNATURES FOLLOW]
