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
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Item 1.01 – Entry into a Material Definitive Agreement
On December 26, 2025, VisionWave Holdings, Inc. (the “Company”) advanced principal in the amount of $398,345 to C.M. Composite Materials Ltd., an Israeli corporation (“CM”).
In connection with the advance, CM delivered a Promissory Note to the Company (the “Note”). The Note has a 24-month maturity, with the outstanding principal due and payable on December 31, 2027, unless repaid earlier. The Note does not bear interest unless an event of default occurs, in which case interest accrues at a rate of 5% per annum, or the maximum rate permitted by applicable law, if lower. The Note may be prepaid at any time without premium or penalty.
The proceeds of the Note were funded on December 26, 2025. The Note constitutes a binding and enforceable obligation of CM.
The Note is a stand-alone financial obligation and is not contingent upon the completion of any acquisition, merger, or other strategic transaction.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 29, 2025, Noam Kenig resigned as Chief Executive Officer and as a member of the Board of Directors (the “Board”) of the Company, effective immediately for personal reasons. Mr. Kenig’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On December 29, 2025, the Board appointed Douglas Davis, the Company’s current Executive Chairman, to serve as Interim Chief Executive Officer, effective immediately. Mr. Davis will continue to serve as Executive Chairman while performing the duties of Interim Chief Executive Officer. There are no new compensatory arrangements entered into with Mr. Davis in connection with this appointment, and no material changes to his existing compensatory arrangements.
On December 29, 2025, the Board appointed Eric Shuss, who currently serves as a director of the Company, as Independent Lead Director, effective immediately. There are no compensatory arrangements entered into with Mr. Shuss in connection with this appointment beyond the standard compensatory arrangements for non-employee directors previously disclosed by the Company.
Item 8.01 Other Events
The Company has entered into a letter of intent, as amended, with CM regarding a potential strategic transaction. Any such transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the Company’s board of directors, receipt of a valuation and fairness opinion, and the satisfaction of other customary closing conditions.
There can be no assurance that any such transaction will be consummated.
The Note described herein remains fully enforceable regardless of whether any contemplated transaction is completed.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated December 26, 2025, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd. |
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: December 30, 2025 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Executive Chairman | |
EXHIBIT 10.1
PROMISSORY NOTE
US$398,345
December 26, 2025
FOR VALUE RECEIVED, the undersigned, C.M. Composite Materials Ltd, a company incorporated under the laws of the State of Israel (the “Borrower”), hereby unconditionally promises to pay to the order of VisionWave Holdings, Inc. (the “Lender”), at such place as the Lender may designate in writing, the principal sum of Three Hundred Ninety Eight Thousand Three Hundred Forty Five United States Dollars (US$398,345), or such lesser amount as may be outstanding, together with any other amounts due hereunder, in lawful money of the United States of America.
1. Disbursement. The principal amount of this Note was advanced by the Lender to the Borrower on or prior to December 31, 2025.
2. Repayment. The entire outstanding principal amount of this Note, together with all accrued and unpaid interest (if any) and any other amounts due hereunder, shall be due and payable in full on the date that is twenty-four (24) months after December 31, 2025 (the “Maturity Date”), unless repaid earlier at the option of the Borrower or accelerated as provided herein.
3. Interest. No interest shall accrue on the outstanding principal amount of this Note unless an Event of Default (as defined below) has occurred and is continuing, in which case interest shall accrue on the overdue amounts at a rate of 5% per annum (or the maximum rate permitted by applicable law, if lower) from the date of such Event of Default until cured or paid in full.
4. Prepayment. The Borrower may prepay this Note in whole or in part at any time without premium or penalty.
5. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” hereunder:
a. Failure by the Borrower to pay the principal amount or any other amount due hereunder when due, provided such failure continues for more than thirty (30) days after the Maturity Date;
b. The appointment of a receiver or trustee to take possession of all or substantially all of the property or assets of the Borrower, provided a petition for the cancellation or annulment of such appointment is not filed within sixty (60) days of its initiation;
c. The Borrower makes a general assignment for the benefit of creditors;
d. The commencement by the Borrower of any liquidation or insolvency proceedings, the adoption of a winding-up resolution by the Borrower, or the calling by the Borrower of a meeting of creditors for the purpose of entering into a scheme or arrangement with such creditors.
6. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Lender may, at its option and in its sole discretion, declare the entire outstanding principal amount, together with all accrued interest and other amounts due hereunder, immediately due and payable without further notice or demand. The Lender’s rights hereunder may be waived in whole or in part by the Lender in its sole discretion.
7. Governing Law. This Promissory Note shall be governed by and construed in accordance with the internal laws of the State of Israel, without giving effect to any choice of law or conflict of law provisions. Each party hereto irrevocably submits to the exclusive jurisdiction of the competent courts of Israel over any suit, action, or proceeding arising out of or relating to this Note.
8. Miscellaneous. This Note may be executed in counterparts, each of which shall be deemed an original. The Borrower waives presentment, demand, protest, and notice of dishonor. No delay by the Lender in exercising any right shall operate as a waiver thereof.
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed by its duly authorized representative as of the date first written above.
C.M. Composite Materials Ltd.
By: /s/ Matania (Mati) Moskovich
Name: Matania (Mati) Moskovich
Title: CEO