VWAV 8-K
VisionWave Holdings, Inc. (VWAV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area
code:
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
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 7.01 Regulation FD Disclosure.
Item 8.01 Other Events.
On August 2, 2026, VisionWave Holdings, Inc. (the “Company” or “VisionWave”) entered into a term sheet (the “Term Sheet”) with D-Fence Electronic Fencing Systems Ltd. (“D-Fence”), an Israeli developer of artificial intelligence-powered perimeter security and electronic fencing systems, providing the framework for VisionWave’s proposed acquisition of a controlling equity interest in D-Fence. The Term Sheet is binding upon the parties only with respect to its provisions relating to exclusivity, confidentiality, expenses, governing law and termination; the remaining provisions of the Term Sheet, including those describing the structure and terms of the proposed transaction, are non-binding and are subject in all respects to the negotiation and execution of a definitive share purchase agreement (the “Definitive Agreement”).
Pursuant to the Term Sheet, VisionWave intends to acquire at least fifty-one percent (51%) of the outstanding equity interests of D-Fence in exchange for shares of VisionWave common stock. VisionWave will also receive an option, exercisable for a period of two years following the initial closing, to acquire the remaining forty-nine percent (49%) of D-Fence. The Term Sheet contemplates an implied valuation of approximately $5 million for the initial acquisition, with the remaining equity subject to an implied valuation of approximately $20 million.
The Term Sheet provides that no cash consideration will be paid to the D-Fence shareholders. VisionWave may, however, provide up to $1,000,000 per year to D-Fence in the form of a loan to fund contract execution and approved operating expenses, which D-Fence will be obligated to repay from available funds in accordance with the terms of such loan. Any shares of VisionWave common stock issued in connection with the proposed transaction are expected to be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Regulation D thereunder, and the closing of the proposed transaction will be subject to approval by the Company’s stockholders in accordance with applicable Nasdaq listing rules.
The Term Sheet also provides for a price protection mechanism pursuant to which, if within six months following the closing the price or implied valuation of the Company’s common stock is lower than the implied per-share valuation at the closing, the exchange ratio will be retroactively adjusted and the Company will issue, for no additional consideration, additional shares of common stock to the former D-Fence shareholders in an amount sufficient to preserve the total transaction value agreed upon at the closing. Any such additional issuance would result in dilution to the Company’s existing stockholders.
In addition, the Term Sheet contemplates that the Definitive Agreement will provide the D-Fence shareholders with customary registration rights, including the obligation of the Company to file a resale registration statement on Form S-1 (or Form S-3, if eligible) within 90 calendar days following the closing and to use its best efforts to cause such registration statement to be declared effective within 180 calendar days following the closing, together with one demand registration right, customary piggy-back registration rights, a lock-up of 180 days from effectiveness and customary indemnification provisions. The Term Sheet further contemplates that Uriel Bin and Max Nudelman will remain in their positions with D-Fence for a period of four years following the closing.
The Term Sheet grants the Company exclusivity through September 30, 2026 and contemplates that the Definitive Agreement will be executed no later than September 30, 2026, with the closing to occur no later than October 15, 2026, subject to extension by mutual written consent to a date no later than October 31, 2026. The Term Sheet may be terminated by either party upon written notice if the Definitive Agreement is not executed by September 30, 2026 or if any condition precedent becomes incapable of satisfaction.
The proposed transaction remains subject to, among other things:
| ● | completion of satisfactory legal, financial and technical due diligence; |
| ● | negotiation and execution of a definitive Share Purchase Agreement; |
| ● | receipt of all required corporate, shareholder and regulatory approvals, including approval by the Company’s stockholders in accordance with applicable Nasdaq listing rules; |
| ● | the condition that no single D-Fence shareholder own more than 19.99% of the Company’s outstanding common stock at the closing; |
| ● | satisfaction of customary closing conditions; and |
| ● | the absence of any material adverse change affecting D-Fence. |
There can be no assurance that the parties will execute the Definitive Agreement or that the proposed transaction will be consummated on the terms described in the Term Sheet, or at all. Other than in respect of the Term Sheet, there is no material relationship between the Company or its affiliates and D-Fence or its shareholders.
The Company believes the proposed acquisition would strengthen VisionWave’s expanding defense technology portfolio by adding D-Fence’s artificial intelligence-powered perimeter intrusion detection and electronic fencing systems serving military, airport, transportation, border security, energy, and critical infrastructure markets.
The foregoing description of the Term Sheet is qualified in its entirety by reference to the complete Term Sheet, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On August 5, 2026, the Company issued a press release announcing the execution of the Term Sheet described in Item 1.01 of this Current Report and providing additional information regarding the strategic rationale for the proposed acquisition.
A copy of the press release is furnished as Exhibit 99.2 to this Current Report.
The information contained in this Item 7.01, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the proposed acquisition of D-Fence, anticipated benefits of the proposed transaction, expected timing, future operations, anticipated market opportunities and other future events.
These forward-looking statements are subject to numerous risks and uncertainties, including, without limitation, the parties’ ability to complete due diligence, negotiate and execute definitive agreements, obtain required approvals, satisfy closing conditions, the risk that the Term Sheet may be terminated and that the Definitive Agreement may not be executed, the possibility that the price protection mechanism described above could require the issuance of additional shares of common stock and result in dilution to the Company’s stockholders, successfully integrate the business, realize anticipated synergies and other risks disclosed in the Company’s filings with the Securities and Exchange Commission, including under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and in its subsequent filings with the Securities and Exchange Commission. Actual results may differ materially from those expressed or implied by these forward-looking statements.
The Company undertakes no obligation to update any forward-looking statements except as required by applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Term Sheet, dated August 2, 2026, by and between VisionWave Holdings, Inc. and D-Fence Electronic Fencing Systems Ltd. |
| 99.2 | Press Release, dated August 5, 2026, announcing the execution of the Term Sheet and the proposed acquisition of D-Fence. |
| 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.
Date: August 5, 2026
| VISIONWAVE HOLDINGS, INC. | |
| By: /s/ Douglas Davis | |
| Name: Douglas Davis | |
| Title: Chief Executive Officer |
EXHIBIT 99.1
EXHIBIT 99.2
VisionWave Expands AI Defense Platform with Planned Acquisition of Perimeter Security Provider D-Fence
Term Sheet Signed to Acquire Controlling Interest in AI-Powered Perimeter Security Company Serving Governments, Defense Organizations and Critical Infrastructure Worldwide
West Hollywood, CA., August 5, 2026 – VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”), an artificial intelligence defense technology company, today announced the execution of a term sheet (the “Term Sheet”) to acquire a controlling interest in D-Fence Electronic Fencing Systems Ltd. (“D-Fence”), an Israeli developer of AI-powered perimeter security and electronic fencing systems serving governments, military organizations and critical infrastructure operators worldwide.
The Term Sheet is binding upon the parties only with respect to certain provisions, including exclusivity, confidentiality, expenses, governing law and termination. The terms of the proposed transaction remain subject to the negotiation and execution of a definitive Share Purchase Agreement, and there can be no assurance that a definitive agreement will be executed or that the proposed transaction will be consummated on the terms described herein, or at all.
The proposed acquisition further advances VisionWave’s strategy of building one of the industry’s most comprehensive AI-powered defense technology platforms by integrating autonomous systems, intelligent surveillance, RF sensing, cybersecurity, counter-drone technologies, and physical security into a unified ecosystem designed to address the evolving security challenges facing governments, military organizations and critical infrastructure operators worldwide.
Under the terms of the Term Sheet, VisionWave intends to acquire at least 51% of D-Fence in exchange for VisionWave common stock, subject to the execution of a definitive Share Purchase Agreement, satisfactory completion of legal, financial and technical due diligence, approval by VisionWave’s shareholders in accordance with applicable Nasdaq listing rules, required regulatory approvals and customary closing conditions. VisionWave will also receive an option to acquire the remaining 49% of D-Fence during the following two years. The initial acquisition contemplates an implied valuation of approximately $5 million, with the remaining equity subject to an implied valuation of approximately $20 million. The stock consideration will be subject to a post-closing price protection adjustment mechanism pursuant to which additional shares of VisionWave common stock may be issued following the closing, and the D-Fence shareholders will receive customary registration rights, in each case as described in the Company’s Current Report on Form 8-K relating to the Term Sheet.
Founded more than three decades ago, D-Fence has developed an extensive portfolio of intelligent perimeter security technologies designed to detect, classify and respond to physical threats in real time. According to D-Fence’s investor materials, the company’s technologies have been deployed in more than 100 critical infrastructure projects spanning 12 countries across six continents, protecting airports, military installations, ports, border crossings, oil and gas facilities, utilities and other high-security environments.
According to D-Fence, its integrated technology portfolio includes:
| ● | AI-powered perimeter intrusion detection systems capable of detecting cutting, climbing and vibration while minimizing false alarms; |
| ● | Autonomous mobile surveillance platforms providing real-time 360-degree AI video analytics; |
| ● | Counter-drone detection, tracking and mitigation technologies; |
| ● | AI-powered command-and-control software delivering centralized situational awareness; |
| ● | Intelligent pressure and intrusion sensors designed for mission-critical environments; and |
| ● | Open-architecture software that integrates seamlessly with existing CCTV, alarm and SCADA infrastructure without requiring replacement of legacy systems. |
According to D-Fence, its technologies have been deployed at numerous critical infrastructure installations worldwide, including Ben Gurion International Airport, the Israel Defense Forces, Haifa Port, PEMEX facilities, Laguna Verde Nuclear Power Plant, international airports, ports, border installations and other strategic infrastructure. The information in this press release regarding D-Fence, including deployment, customer and market data, is based on information provided by D-Fence and has not been independently verified by VisionWave, whose due diligence review of D-Fence is ongoing.
Douglas Davis, Executive Chairman of VisionWave, commented:
“VisionWave was founded on the vision of building one of the world’s premier artificial intelligence defense technology companies. D-Fence represents an exceptional strategic addition to our expanding platform. Their decades of operational experience, proven technologies, international customer relationships and successful deployments protecting mission-critical infrastructure perfectly complement our existing portfolio of AI-powered defense solutions.”
Mr. Davis continued:
“By combining D-Fence’s intelligent perimeter security technologies with VisionWave’s rapidly growing capabilities in artificial intelligence, autonomous systems, RF sensing, cyber intelligence and counter-drone technologies, we believe we are creating an increasingly comprehensive security platform capable of addressing today’s most complex defense and critical infrastructure challenges. This transaction reflects our continued commitment to expanding VisionWave through disciplined strategic acquisitions that strengthen our long-term competitive position.”
Uriel Bin, Founder and Chief Executive Officer of D-Fence, stated:
“For more than thirty years, D-Fence has been dedicated to protecting some of the world’s most sensitive facilities through continuous innovation in intelligent perimeter security. We believe VisionWave provides an outstanding platform to accelerate our international growth while integrating our technologies into a broader AI-powered defense ecosystem. Together, we believe we can deliver next-generation security solutions capable of protecting governments, military organizations and critical infrastructure against increasingly sophisticated threats.”
The Company believes the proposed acquisition would strengthen VisionWave’s ability to provide customers with integrated, multi-layered defense solutions by combining advanced physical security, autonomous surveillance, artificial intelligence, counter-drone technologies and intelligent command-and-control capabilities into a unified operational platform.
According to D-Fence’s investor presentation, the global security market is expected to exceed $180 billion by 2028, driven by increasing geopolitical instability, rising threats against critical infrastructure and growing demand for AI-enabled physical security solutions capable of protecting both physical and digital assets.
The parties currently anticipate executing a definitive Share Purchase Agreement on or before September 30, 2026, with closing expected during October 2026, subject to completion of due diligence, approval by VisionWave’s shareholders in accordance with applicable Nasdaq listing rules, required regulatory approvals and customary closing conditions.
About VisionWave Holdings, Inc.
VisionWave Holdings, Inc. (Nasdaq: VWAV) is a defense and advanced sensing technology company developing AI-driven, RF-based sensing, autonomy, and computational acceleration technologies for defense, homeland security, and commercial infrastructure applications. VisionWave’s mission is to connect defense innovation with civilian progress through shared core technologies deployed across air, land, and fixed-site environments. The Company’s website is https://www.vwav.inc.
About D-Fence Electronic Fencing Systems Ltd.
D-Fence Electronic Fencing Systems Ltd. is an Israeli developer of intelligent perimeter security systems with more than thirty years of experience protecting airports, military installations, ports, border crossings, oil and gas facilities, utilities and critical infrastructure around the world. The company’s solutions combine artificial intelligence, autonomous surveillance, perimeter intrusion detection, counter-drone technologies and integrated command-and-control software to provide comprehensive security for mission-critical environments.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of D-Fence Electronic Fencing Systems Ltd., the anticipated execution of a definitive agreement, expected timing of the proposed transaction, anticipated benefits, future growth opportunities, expected synergies, market opportunities and future operating performance. These forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, without limitation, risks relating to the completion of due diligence, the negotiation and execution of definitive agreements, obtaining required shareholder and regulatory approvals, satisfaction of closing conditions, the risk that the Term Sheet may be terminated or that a definitive agreement may not be executed, the possibility that the price protection adjustment mechanism could require the issuance of additional shares of common stock and result in dilution to VisionWave’s stockholders, successful integration of the acquired business, changes in market conditions and other risks described in VisionWave’s filings with the Securities and Exchange Commission, including under “Risk Factors” in its most recent Annual Report on Form 10-K and in its subsequent filings. VisionWave undertakes no obligation to update any forward-looking statements except as required by applicable law.
Contact: [email protected]
