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): July 17, 2025
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.) |
| 300Delaware Ave., Suite 210 # 301Wilmington, 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 8.01 Entry into a Material Definitive Agreement.
On July 15, 2025, VisionWave Holdings Inc. (the “Company”) entered into a Securities Purchase Agreements (the “July 2025 SPAs”) with two unaffiliated accredited investors (“July 2025 Lenders”), pursuant to which the Company issued promissory notes (the “July 2025 Notes”) to the July 2025 Lenders in the aggregate principal amount of $354,200, which includes an aggregate original issue discount of $46,200, for a purchase price of $308,000. The July 2025 Notes bear interest at a one-time charge of 12% applied on the issuance date, mature on May 15, 2026, and is repayable in five monthly payments commencing January 15, 2026. The July 2025 Notes are convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), solely upon an event of default, at a conversion price equal to 75% of the lowest trading price during the ten trading days prior to conversion. The Company also entered into an irrevocable transfer agent instructions letter with its transfer agent in connection with the July 2025 Notes.
The proceeds from the issuances of the July 2025 Notes will be used for general working capital purposes. The July 2025 Lenders have piggyback registration rights and have agreed not to engage in short sales of the Company’s common stock during the term of the July 2025 Notes. The July 2025 Notes include customary representations, warranties, covenants, and default provisions. The Company may prepay the July 2025 Notes within the first 180 days.
The loan pursuant to the July 2025 Notes closed and funded on July 17, 2025.
The July 2025 Notes were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as the issuances did not involve a public offering, and no underwriters were involved. The July 2025 Lenders represented that they are accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act.
On July 16, 2025, the Board of Directors of the Company adopted the following policies:
| ● | A<br>Policy on Granting Equity Awards, which establishes procedures for granting equity awards under the Company’s equity compensation<br>plans, including authority, timing, and error correction processes. |
|---|---|
| ● | A<br>Code of Ethics, which sets forth standards of conduct for the Company’s associates, including honesty, avoidance of conflicts of<br>interest, compliance with laws, and proper accounting practices. |
| ● | An<br>Insider Trading Policy, which prohibits insider trading, defines material non-public information, establishes blackout periods, and imposes<br>additional restrictions on certain personnel. |
Additionally, on May 29, 2025, the Board of Directors adopted a Compensation Recovery Policy, effective as of such date, which provides for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements, in accordance with Nasdaq listing rules and Rule 10D-1 under the Exchange Act.
The foregoing descriptions of the policies do not purport to be complete and are qualified in their entirety by reference to the full text of such policies, copies of which are filed as Exhibits 99.1, 99.2, 99.3 and 14.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: July 22, 2025 | |
|---|---|
| VisionWave Holdings, Inc. | |
| By: | /s/ Noam Kenig |
| Name: | Noam Kenig |
| Title: | Chief Executive Officer |
EXHIBIT 14.1
VISIONWAVE HOLDINGS, INC.
CODE OF ETHICS
GENERAL STATEMENT OF POLICY:
| ● | Honesty and candor in our activities, including observance of the spirit, as well as the letter of the<br>law; |
|---|---|
| ● | Avoidance of conflicts between personal interests and the interests of the Company, or even the appearance<br>of such conflicts; |
| --- | --- |
| ● | Avoidance of Company payments to candidates running for government posts or other government officials; |
| --- | --- |
| ● | Compliance with generally accepted accounting principles and controls; |
| --- | --- |
| ● | Maintenance of our reputation and avoidance of activities which might reflect adversely on the Company;<br>and |
| --- | --- |
| ● | Integrity in dealing with the Company’s assets. |
| --- | --- |
References to “VisionWave Holdings, Inc.”, “VWAV” or the “Company” are intended to refer only to VisionWave Holdings, Inc. The term “associate” shall include spouse, children, any dependents, or any person or entity acting as the agent or fiduciary for any of the foregoing, through which an associate may receive direct or indirect personal benefit.
| A. | HONESTY, CANDOR AND OBSERVANCE OF LAWS |
|---|---|
| a. | VIOLATIONS OF THE CODE OF ETHICS |
| --- | --- |
Violations of the Code of Ethics or any of the Company’s rules of conduct in effect will constitute grounds for disciplinary action, up to and including termination. Associates are expected to act fairly and honestly in all transactions with the Company and with others and to maintain the high ethical standards of the Company in accordance with this Code of Ethics.
| b. | DISCOVERY OF VIOLATIONS OF THE CODE OF ETHICS OR ILLEGAL ACTIVITIES |
|---|
Discovery of events of a questionable, fraudulent or illegal nature or which appear to be in violation of the Code of Ethics must be promptly reported. Failure to report such events also constitutes a violation of the Code of Ethics.
Associates are encouraged to report concerns of internal fraud — whether it is a suspicion of theft, accounting irregularities or violations of the law — through a choice of confidential reporting processes outlined below:
| ● | The anonymous “Give Tip” e-mail: givetip@vwav.inc |
|---|---|
| ● | Your direct manager or supervisor |
| --- | --- |
| ● | Any member of the Executive Team |
| --- | --- |
| ● | A written communication to the Chairman Board of Directors of VWAV (via U.S. mail), c/o VisionWave Holdings,<br>Inc., 300 Delaware Avenue, Suite 210 #301, Wilmington, DE 19801. |
| --- | --- |
| ● | Human Resources |
| --- | --- |
Retaliation against any associate who files a claim of internal fraud will not be tolerated. Any act of retaliation will be subject to corrective action up to and including immediate termination.
1
| c. | COMPLIANCE WITH LAWS AND REGULATIONS |
|---|
The Company strives to comply with all the laws and regulations that are applicable to its business. As a good citizen, the Company emphasizes good faith efforts to follow the spirit and intent of the law.
| d. | CANDOR AMONG ASSOCIATES AND IN DEALING WITH AUDITORS AND COUNSEL |
|---|
Senior management of the Company must be informed at all times of matters that might adversely affect the reputation of the Company, regardless of the source of such information. Concealment may be considered a signal that the Company’s policies and rules can be ignored, and such conduct cannot be tolerated. Moreover, complete candor is essential in dealing with the Company’s independent auditors and attorneys.
| B. | CONFLICTS OF INTEREST |
|---|---|
| a. | CONFLICTS OF INTEREST, GENERALLY |
| --- | --- |
| i. | The primary principle underlying the Company’s conflicts of interest policies is that associates,<br>and officers in particular, must never permit their personal interests to conflict or appear to conflict with the interests of the Company<br>or its customers. |
| --- | --- |
| ii. | No associate of VWAV, nor any member of their family, should accept any form of compensation from, be<br>employed by or act as a consultant to, or have any ownership in, a vendor of VWAV, or any competitor of VWAV, without the express approval<br>of VWAV’s Chief Executive Officer. Generally speaking, associates and family members (including spouses, children, parents and siblings)<br>should avoid any financial interest in a non-publicly owned vendor or competitor. If such interest does exist, subject to CEO approval,<br>it should be limited to one-tenth of one percent of the entity’s (vendor or competitor) outstanding securities and a maximum of<br>ten percent of the associate or family member’s total assets. |
| --- | --- |
| iii. | No associate may act on behalf of the Company in any transaction involving persons or organizations with<br>whom he/she or his/her family has any significant connection or financial interest. |
| --- | --- |
| iv. | Officers and Directors are subject to higher standards of review for interested-party transactions. All<br>such transactions must be openly disclosed to a disinterested majority of the Board of Directors and subject to a rigorous independent<br>review. |
| --- | --- |
| v. | Any associate in a conflict situation should discuss the matter with his or her immediate supervisor or<br>should contact their Executive Staff representative. Usually, associates will be required to remove themselves from a conflict situation. |
| --- | --- |
| b. | RECEIPT OF BRIBES, COMMISSIONS, HONORARIUMS, LOANS, GIFTS, GRATUITIES AND ENTERTAINMENT |
| --- | --- |
| i. | The company does not permit or condone bribes, kickbacks, improper commissions, honorariums, loans, gifts,<br>gratuities or any other illegal, secret, or improper payments, transfers or receipts. |
| --- | --- |
| ii. | No associate may accept a gift other than of nominal value directly or indirectly, in any form, from a<br>supplier or prospective supplier. |
| --- | --- |
| iii. | As a general rule, no associate may accept a gift from any customer or prospective customer of the Company.<br>Under no circumstances should an associate request or otherwise solicit from any customer, supplier or prospective customer or supplier,<br>any gifts or similar gratuities, regardless of monetary worth. |
| --- | --- |
2
| c. | CORPORATE HOSPITALITY TO THE PUBLIC OFFICIALS |
|---|---|
| i. | Acts of hospitality toward public officials should never be on such a scale or of such a nature as might<br>tend to compromise or give the impression of compromising the integrity or the reputation of either the public official or the Company. |
| --- | --- |
| ii. | In no event shall Title Start Online, Inc.’s name be used to enhance an associate’s own political<br>opportunities. |
| --- | --- |
| d. | DEALING WITH PROSPECTIVE SUPPLIERS |
| --- | --- |
| i. | Associates must award orders, contracts and commitment to suppliers of goods or services without favoritism.<br>Company business of this nature must be conducted strictly on the basis of merit. |
| --- | --- |
| e. | FAIR COMPETITION |
| --- | --- |
| i. | Under no circumstances should associates enter into arrangements with the Company’s competitors<br>affecting pricing or marketing arrangements. Such arrangements are illegal under federal and state antitrust laws. |
| --- | --- |
| f. | CONDUCT WITH COMPETITORS |
| --- | --- |
| i. | In all contacts with competitors, whether at trade/business association meetings or in other venues, do<br>not discuss pricing policy, contract terms, costs, inventories, marketing and product plans, market surveys and studies, production plans<br>and capabilities; and, of course, any other proprietary or confidential information. |
| --- | --- |
Discussion of these subjects or collaboration on them with competitors can be illegal. If a competitor raises any of them, even lightly or with apparent innocence, you should object, stop the conversation immediately, and tell the competitor that under no circumstances will you discuss these matters.
In summary, disassociate yourself and VWAV from participation in any possibly illegal activity with competitors; confine your communication to what is clearly legal and proper. If necessary, you should leave the meeting. Finally, report immediately to the Chief Financial Officer any incident involving a prohibited subject.
Accidental, casual or social contact with competitors can be suspect and considered circumstantial evidence of a conspiracy.
| g. | SERVICE WITH OUTSIDE ORGANIZATIONS FOR PROFIT |
|---|---|
| i. | An associate must never become a director or an official of a business organized for profit without first<br>obtaining a written statement through a Company officer, stating there is no objection to such service. The request will then be reviewed<br>to determine whether any conflicts of interest exist or appear to exist. |
| --- | --- |
3
| h. | PERSONAL FEES AND COMMISSIONS |
|---|---|
| i. | No associate may accept personal fees or commissions from third parties in connection with any transactions<br>on behalf of the Company. The acceptance of payments from suppliers requires the prior written approval of the Chief Financial Officer. |
| --- | --- |
| i. | WORK RELATIONSHIPS |
| --- | --- |
| i. | No associate shall give or receive any special consideration to the conditions of employment of another<br>associate due to family or personal relationships. |
| --- | --- |
| ii. | No employment decisions, whether they be decisions to hire, employ, promote, transfer, change compensation,<br>or bar or discharge from employment, shall be based in whole or in part upon considerations of age, race, creed, color, national origin,<br>sex, pregnancy, disability, sexual orientation, veteran or marital status or any other category protected under federal, state or local<br>law, regulation or ordinance of any individual, unless based upon a bonafide occupational qualification or other exception. |
| --- | --- |
| C. | CONFIDENTIALITY |
| --- | --- |
| a. | CONFIDENTIAL INFORMATION CONCERNING THE COMPANY |
| --- | --- |
Officers and associates must not divulge any non-public information regarding the Company to any outsider except for a legitimate business purpose and with the express understanding that the information is confidential and is to be used solely for the limited business purpose for which it was given and received. This information may include, but is not limited to: salary and personnel information, customer lists and data; including names, addresses, phone numbers, credit card and other personal data, budgets and forecasts, and marketing and sales plans. Disclosure of such proprietary information to non-VWAV personnel (vendors, customers, competitors, etc.) should only occur with the express approval of a member of the Executive Committee.
| b. | CONFIDENTIAL INFORMATION CONCERNING SUPPLIERS |
|---|
Confidential or sensitive information, such as pricing, submitted to and maintained by the Company in connection with the purchase of equipment, supplies and services, must be maintained in strictest confidence, in order to avoid giving or removing any competitive advantage with respect to any of several suppliers.
| D. | SECURITIES, INVESTMENT AND TRADING |
|---|---|
| a. | PERSONAL INVESTMENTS |
| --- | --- |
Associates are free to invest in stock, bonds and other securities at their discretion, but must always comply with applicable laws and regulations.
4
| b. | INSIDER TRADING |
|---|
Associates must never make changes in their personal investment portfolios on the basis of confidential information relating to the Company or obtained through the Company’s business. In addition, associates are expected to follow the Company’s Guidelines For Trading Common Stock and any other internal policies and procedures in effect from time to time.
| c. | VIOLATIONS OF LAW |
|---|
Significant federal laws govern the disclosure of material, non-public information or trading in the Company’s Common Stock on the basis of any such information. Those who disclose confidential information to an outsider who either trades on the information or passes the information along will be subject to the same sanctions as if they had traded the Company’s Common Stock themselves.
| d. | RESPONSE TO INQUIRIES FROM OUTSIDERS |
|---|
Requests for information on VWAV’s financial performance or other topics from the media or any other source should be directed to the Chief Financial Officer. VWAV Associates should not answer such inquiries themselves.
| E. | DEALING WITH THE ASSETS OF THE CORPORATION |
|---|---|
| a. | PROPRIETARY INFORMATION, PRODUCTS, SERVICES AND OTHER PROPERTY |
| --- | --- |
| i. | All associates shall protect the Company’s ownership of property, including information, products<br>and services. |
| --- | --- |
| ii. | The misuse or removal from Company office, warehouse or store facilities of the Company’s merchandise,<br>promotional product, furnishings, equipment, reports, computer software, data processing systems and supplies is prohibited, unless specifically<br>authorized. |
| --- | --- |
| iii. | Any contribution an associate makes to development and implementation of ideas or products while employed<br>by the Company are the Company’s property and remain its property even if the associate leaves the Company’s employ. |
| --- | --- |
| b. | BRIBES AND PREFERENTIAL TREATMENT |
| --- | --- |
Bribes and kickbacks are illegal. No bribes, kickbacks, or other similar remuneration or consideration shall be given to any person or organization in order to attract business, obtain real estate or otherwise act in a manner even though it may appear to enhance the Company’s best interests.
| c. | PAYMENTS OR GIFTS TO U.S. OR FOREIGN GOVERNMENT OFFICIALS |
|---|
Payments or gifts to U.S. or foreign government officials are strictly prohibited.
| d. | POLITICAL CONTRIBUTIONS |
|---|
Federal law (and many states) prohibits corporations from making contributions directly or in kind to candidates for elected office or to political parties.
5
| e. | FOREIGN BUSINESS |
|---|
VWAV and its associates are required to honor all applicable foreign and United States law, including international agreements to which the U.S. has assented.
| f. | ENVIRONMENTAL, HEALTH AND SAFETY STANDARDS |
|---|
VWAV and its associates are required to comply with all applicable environmental, health and safety laws and regulations.
| g. | COMMUNITY RELATIONS |
|---|
VWAV and its associates are required to conduct themselves as responsible and useful corporate citizens in all of the communities in which we operate.
| h. | PROPER ACCOUNTING |
|---|---|
| i. | The Company has established internal accounting controls and record-keeping policies in order to meet<br>both the legal and the business requirements of the Company. The Company has designed the accounting policies to comply with the Foreign<br>Corrupt Practices Act, as well as all other current and future relevant legislation and regulations. Associates are expected to maintain<br>and adhere to these controls and policies. |
| --- | --- |
| ii. | The accounting records of the Company must be complete, accurate and in reasonable detail. Such records<br>include books of original entry and other financial information used for internal management decision-making and external reporting. The<br>underlying transactions must be properly authorized and recorded on a timely basis in order to permit preparation of financial statements<br>in accordance with generally accepted accounting principles and maintain accountability of assets. No fund or asset which is not fully<br>and properly recorded on the Company’s books is permitted. |
| --- | --- |
| iii. | All officers and associates of the Company who are authorized to incur business expenses are responsible<br>for the accurate and timely reporting of such expenses. All expenditures must be in accordance with existing policies. |
| --- | --- |
| iv. | It is unlawful to falsify any book, record or account which reflects transactions of the Company’s<br>assets. |
| --- | --- |
| v. | No secret or unrecorded funds or assets shall be established or continued. |
| --- | --- |
| F. | EQUAL EMPLOYMENT OPPORTUNITY |
| --- | --- |
VisionWave Holdings, Inc. is an equal opportunity employer. This policy prohibits discrimination on any basis considered unlawful under federal, state and/or local laws including but not limited to age, race, religion, color, national origin, citizenship, physical or mental disability, sex, marital status, veteran’s status, sexual orientation, pregnancy or any other category protected under federal, state or local law, regulation or ordinance. VisionWave Holdings, Inc. is dedicated to ensuring the fulfillment of this policy with respect to hiring, placement, promotion, transfer, demotion, lay-off, termination, recruitment, advertising, rates of pay or other forms of compensation, selection for training and general treatment during employment. This includes making reasonable accommodations for applicants and employees with disabilities unless the accommodation would impose an undue hardship on the operation of our business.
In addition, it is VisionWave Holdings, Inc.’s policy to prohibit harassment of any associate by a manager, supervisor, co-worker, client, customer or visitor on the basis of the above-mentioned classifications, including gender. The purpose of this policy is to ensure that at VisionWave Holdings, Inc. all associates are free from harassment on the basis of all the above-mentioned classifications including but not limited to gender.
6
EXHIBIT 99.1
VISIONWAVE HOLDINGS, INC.
POLICY ON GRANTING EQUITY AWARDS
ADOPTED ON JULY 16, 2025
A. Introduction
The Board of Directors of VisionWave Holdings, Inc. (the “Company”) recognizes the importance of adhering to specific practices and procedures in the granting of equity awards. This policy shall apply to all grants of equity awards by the Company. Equity awards are any compensatory award granted under the Company’s equity compensation plans (or otherwise) in the form of the Company’s common stock or any derivative of the Company’s common stock, including, without limitation, stock options, restricted stock, restricted stock units or performance shares.
This policy is intended solely to provide guidance with respect to the Company’s equity award granting practices and the Company intends to develop additional administrative procedures to supplement this policy in order to more fully implement the Company’s equity programs, including without limitation, the handling, internal review and dissemination of grant proposals, grant records and the tracking of related award information (including grant details, vesting, cancellation or expiration of awards, tax withholdings compliance with Sections 162(m) and 409A of the Internal Revenue Code of 1986, as amended and Section 16 of the Securities Exchange Act of 1934).
Such supplemental guidelines may be adopted and/or amended with the approval of the Company’s Chief Financial Officer and Chief Executive Officer without ratification by the Compensation Committee to the extent such guidelines do not conflict, in the reasonable judgment of such officers, with the policies and procedures specifically set forth herein.
B. Authority to Grant Awards
Only the Compensation Committee of the Board of Directors or the Board of Directors, as applicable, may grant equity awards.
C. Procedure for Granting Awards
Broad based equity award grants to existing employees may only be made by the Compensation Committee. Such awards shall be made on a date which is at least five business days after the most recent release of the Company’s quarterly or annual earnings and when the Company’s insider trading window is “open” (i.e., when the Company is not in possession of material non-public information), provided that any employee on a then currently active restricted trading list will be excluded from participating in such broad based equity award. The grant date of broad based equity awards approved at a meeting of the Compensation Committee shall be the date of such meeting. The exercise price for all equity awards will be the closing price on the date of grant. With respect to grants made to named executive officers (as such term is defined under Item 402 of Regulation S-K), the Company shall not grant and/or price of stock options or other incentive securities under any securities-based compensation arrangement of the Company during the period beginning four (4) business days before and ending one (1) business day after the filing by the Company of a Form 10-Q Quarterly Report, Form 10-K Annual Report or Form 8-K Current Report that discloses material non-public information (other than a current report on Form 8–K disclosing a material new option award grant under Item 5.02(e) of that form). Such awards shall be made on a date which is at least five business days after the most recent release of the Company’s quarterly or annual earnings and when the Company’s insider trading window is “open” (i.e., when the Company is not in possession of material non-public information).
Grants of stock options to new hires (other than to new hires who will be Section 16 officers), or for promotions, retention or other special purposes will be described as subject to the approval of the Compensation Committee at its next scheduled meeting. The grant date of such stock options, if approved by the Compensation Committee, shall be the date of such meeting. The exercise price for all equity awards will be the closing price on the date of grant. Grants of stock options to new hires who will or may be Section 16 officers will be subject to the prior approval of the Compensation Committee at a meeting, which will be held prior to the employment start date of the Section 16 officer. The grant date of such stock options will be the Section 16 officer’s first day of employment and the exercise price will be the closing price on the date of grant.
1
Annual grants of equity awards to members of the Board of Directors (the “Directors”) shall be effective within three business days after the date of the Annual Stockholders Meeting at which such Director is elected or re-elected. For Directors appointed other than at an Annual Stockholders Meeting, initial grants of equity awards shall be effective on the date the Director is appointed. The exercise price for all equity awards will be the closing price on the effective date of grant.
The Stock Plan Administrator will prepare a list of equity grants to be considered by the Compensation Committee, which list will include the grantee’s name, the proposed number of shares or options to be granted, and the vesting terms. This list will be reviewed by the Chief Financial Officer and the Equity Compensation Compliance Officer before submission to the Compensation Committee for approval.
The list will be submitted to the Compensation Committee in advance of the scheduled meeting. Grants made by the Compensation Committee will occur only at meetings of the Compensation Committee (including telephonic meetings), and may not occur through action by written consent. The minutes of meetings at which grants of equity awards are made must include the names of the grantees, the number of options or shares granted to each grantee, and the vesting terms.
All grants will be made pursuant to a standard form of award agreement previously approved by the Compensation Committee unless the Compensation Committee determines otherwise. A copy of the minutes of the Compensation Committee meeting shall be provided to the Stock Plan Administrator for reconciliation with the stock plan database.
D. Error Correction Process
No additions or changes to the list of approved equity awards that was submitted to and approved by the Compensation Committee may be made once such list has been approved. In the event that a list contains an omission, the correction will be made by including any omitted grant in the next planned issuance of equity grants. If an error or omission occurs, depending on the reason for the error or omission, a decision may be made (but is not required) to adjust the amount of the later grant or the vesting schedule to compensate for the delayed vesting or change in exercise price from the intended grant date to the actual grant date provided all modifications are properly documented and explained.
E. Award Packages
The Stock Plan Administrator will distribute equity award packages to all grantees promptly. The Stock Plan Administrator will annually review all standard forms of equity grant agreements and will obtain the approval of the Compensation Committee for any proposed modifications.
F. Equity Compensation Compliance
The compensation committee has designated a single individual at the Company as the person charged with equity compensation compliance for purposes of assisting the Compensation Committee with the administration and oversight of this policy. The Equity Compensation Compliance Officer shall periodically report to and update the Compensation Committee regarding the procedures and practices relating to the granting of equity awards and shall perform such other tasks as reasonably requested by the Committee related to the implementation and oversight of this policy.
G. Revisions
The Board of Directors or the Compensation Committee shall have the authority to revise this Policy.
2
EXHIBIT 99.2
INSIDER TRADING POLICY
VisionWave Holdings, Inc.
1. General Purpose
Federal securities laws prohibit the purchase or sale of securities by persons who are aware of material nonpublic information about a company, as well as the disclosure of material, nonpublic information about a company to others who then trade in the company’s securities. These transactions are commonly known as “insider trading.”
Insider trading violations are heavily pursued by the Securities and Exchange Commission and the U.S. Attorney Offices and are punished. While the regulatory authorities concentrate their efforts on individuals who trade, or who provide inside information to others who trade, the Federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.
The Board of Directors of VisionWave Holdings, Inc., a Delaware corporation (the “Company”), has adopted this Insider Trading Policy (the “Policy”) both to satisfy the Company’s obligation to prevent insider trading and to help the Company’s personnel avoid the consequences associated with violations of the insider trading laws. For purposes of this policy, the “Company” includes both VisionWave Holdings, Inc. and its subsidiaries.
This Policy is also intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company, not just so-called “insiders.”
A copy of this Policy is to be delivered to all current and new employees, consultants, independent contractors and Board Members upon the commencement of their relationships with the Company.
2. Persons Covered
This Policy refers to an “insider” and we wish to define it herein. Insiders of VisionWave Holdings, Inc. are defined as (a) members of our Board of Directors, corporate officers and employees; (b) consultants or independent contractors to the Company or other persons associated with the Company and/or its subsidiaries, including distributors, sales agents or other partners that may, in the course of their work with the Company, receive access to confidential, material non-public information; and (c) household and immediate family members of those listed in (a) and (b) above.
3. Definitions
a. Material non-public information: Material non-public information is defined to be information that is not known to persons outside the immediate company that could be relied upon or considered significant to an investor making a decision to buy or sell the Company’s securities. It is currently very difficult to define each and every category under this heading. However, any information that should be considered sensitive and non-public material includes but is not limited to the following:
| i. | Financial results; |
|---|---|
| ii. | Future Earnings or Losses; |
| iii. | News of a pending or proposed sale, merger or acquisition; |
| iv. | Acquisitions, Mergers or Divestitures; |
| iv. | Impending bankruptcy or financial liquidity problems; |
| v. | Major changes in senior management; |
| vi. | Stock dividends or splits; |
| vii. | New equity or debt offerings; |
| ix. | Potential or actual litigation; |
| x. | Press releases; |
| xi. | Large contracts in a pending status or in discussion. |
Remember, anyone who is reviewing your securities transactions will be doing so after the fact, with the benefit of hindsight. As such, before engaging in any transaction, you should carefully consider how the others might view the transaction.
1
b. Black-Out Periods: A “Black-Out Period” is a time before and after a significant event wherein an insider may not buy or sell the Company’s securities without violating this Policy.
There are four Black-Out Periods for insiders of the Company. These include five (5) days prior to end of the relevant quarter for the periods ending March 31, June 30, September 30 and December 31 of each year and end after three full trading days of the Company’s securities on a recognized national medium of which the Company publicly trades after the results are announced for the preceding fiscal period. If the Black-Out Period commences on a weekend, it will start at the close of business on the last trading day prior to the weekend.
Additional Black-Out Periods may occur when other material events occur, such as a press release sent out to the public, wherein only a select few persons have knowledge of the event. If you are one of these individuals, or if it would appear to an outsider that you were likely to have had access to such information related to the event, then you will not be allowed to purchase or sell the Company securities so long as the event remains non-public information and for three full trading days of the Company securities on a recognized national medium of which the Company’s publicly trades after the event is made public.
Also, the Company may occasionally issue interim earnings guidance or other potentially material information by filing with the Securities and Exchange Commission a Form 8-K or by other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the public market. The existence of an additional Black-Out Period will not be announced. If you request pre-clearance of a transaction in the Company’s securities during an additional Black-Out Period, you will be informed of the existence of a Black-Out Period, but you may not be advised of the reason for the Black-Out.
If you are made aware of the existence of an additional Black-Out Period, you should not disclose the existence of the Black-Out Period to any other person. Whether or not you are designated as being subject to an additional Black-Out Period, you still have the obligation not to purchase or sell The Company securities while you are aware of the material non-public information.
c. Securities: Securities of the Company are defined as common stock, preferred stock, options to purchase stock, warrants, convertible debt and/or derivative securities.
These Black-Out Periods do not apply to the exercise of Stock Option Agreements for Rule 144 common stock of The Company that are issued by The Company or other stock issuances approved by the Board of Directors.
No Safe Harbor. The existence of blackout periods and situation-specific trading restrictions should not be considered a safe harbor for trading during other periods, and all directors, officers and other employees should use good judgment at all times. For example, occasions may arise when individuals covered by this memorandum become aware prior to the end of a quarter that earnings for that quarter are likely to exceed, or fall below, market expectations to an extent that is material. In such a case, those individuals should refrain from trading until such information is adequately disseminated to the public.
2
4. Policy
| ● | No insider may buy or sell the Company’s securities at any time when they have material<br>non-public information relating to VisionWave Holdings, Inc. |
|---|---|
| ● | No insider may buy or sell securities of another company at any time when they have material<br>non-public information about that company, including, without limitation, any company that we conduct ordinary business with, such as<br>customers, vendors or suppliers, when that information is obtained during the course of his/her employment with the Company. |
| ● | No insider may disclose material non-public information to third parties, to any other person,<br>including family members, or make recommendations or express opinions on the basis of material non-public information with regard to<br>trading securities. |
| ● | No insider who receives or has access to our material non-public information may comment<br>on the stock price movement or rumors of other corporate developments that are of possible significance to the investing public, unless<br>it is part of his/her job description (e.g. Investor Relations) or you have been specifically pre-authorized by the Company CEO or CFO<br>in each instance. |
| ● | If you comment on stock price movement or rumors and/or disclose material non-public information,<br>you should immediately contact the Company’s Chief Executive Officer or Chief Financial Officer. |
| ● | No insider may buy or sell our securities during any of the four Black-Out Periods that occur<br>each fiscal year or any other Black-Out Period. |
| ● | No Safe Harbor. The existence of blackout periods and situation-specific trading restrictions<br>should not be considered a safe harbor for trading during other periods, and all directors, officers and other employees should use good<br>judgment at all times. For example, occasions may arise when individuals covered by this memorandum become aware prior to the end of<br>a quarter that earnings for that quarter are likely to exceed, or fall below, market expectations to an extent that is material. In such<br>a case, those individuals should refrain from trading until such information is adequately disseminated to the public. |
| ● | Policy on Maintaining Confidentiality You should carefully avoid communicating nonpublic<br>information about the Company to any person (including family members and friends) unless the person has a need to know the information<br>for company-related reasons. This policy applies without regard to the materiality of the information. Consistent with the foregoing,<br>you should be discreet with nonpublic information and refrain from discussing it in public places where it can be overheard, such as<br>elevators and other public spaces, including, restaurants, taxis and airplanes. Likewise, you should take care to protect sensitive information<br>from access by unauthorized persons, for example by allowing sensitive information displayed on a laptop computer to be viewed by someone<br>sitting next to you on an airplane. To avoid even the appearance of impropriety, you should at all times refrain from providing advice<br>or making recommendations regarding the purchase or sale of the Company’s securities or the securities of other companies of which<br>you have knowledge as a result of your employment or association with the Company. If you communicate information that someone else uses<br>to trade illegally in securities, legal penalties are applicable whether or not you personally derive any benefit from the illegal trading. |
| ● | This Policy continues in effect until the end of the first Black-Out Period after termination<br>of employment or other relationship with VisionWave Holdings, Inc. |
3
5. Special Rules
If a concern or question relating to your status within the Company (insider or not, etc.) should arise, please contact the Chief Executive Officer.
| A) | Special Rules applicable to the Board of Directors, those officers of the Company, Inc who are subject<br>to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (persons subject to reports on Forms<br>3, 4, and 5), and other employees who may be designated from time to time by the Company’s Chief Executive Officer or Chief Financial<br>Officer. |
|---|---|
| a. | In addition to the restrictions related to the trading of the Company securities as defined in Section<br>4 above, insiders shall not purchase or sell any the Company securities, except: |
| --- | --- |
| i. | After first consulting with and pre-clearing such transaction with the Company’s Chief Executive<br>Officer; |
| --- | --- |
| ii. | Only during the period commencing at the opening of the fourth full day after earnings are released with<br>respect to the preceding fiscal quarter and ending twenty (20) days prior to the end of the current fiscal quarter. |
| --- | --- |
| b. | In addition to the restrictions related to the trading of the Company’s securities as defined in<br>Section 4 above, insiders shall: |
| --- | --- |
| i. | Not engage in short sales of the Company securities; |
| --- | --- |
| ii. | Not buy or sell put options, call options or other derivatives of the the Company securities. |
| --- | --- |
| b. | In addition to the restrictions related to the trading of The Company securities as defined in Section<br>4 above, insiders shall: |
| --- | --- |
| i. | Comply with SEC Rule 10b-5 with his/her broker when placing sales of the Company securities near a Black-Out<br>Period Date. |
| --- | --- |
| B) | Special Rules applicable to officers of the Company that are not subject to Section 16 of the Exchange<br>Act, and assistants and secretaries of insiders, and certain other employees that may be designated from time to time by the Company’s<br>Chief Executive Officer or Chief Financial Officer. |
| --- | --- |
| a. | In addition to the restrictions related to the trading of the Company securities as defined in Section<br>4 above, insiders shall not: |
| --- | --- |
| i. | Purchase or sell any the Company securities except during the period commencing at the opening of the<br>fourth full day after earnings are released with respect to the preceding fiscal quarter and ending twenty (20) days prior to the end<br>of the current fiscal quarter; |
| --- | --- |
| ii. | Not<br>engage in short sales of the Company securities. |
4
6. Exceptions to the Policy
The restriction related to the trading of the Company securities as defined in Section 4 above does not apply to the following item:
| a. | The exercise of stock options for cash under any equity, pension or stock option plan or any other plan<br>later defined (but notthe sale of such shares), since the market price does not affect the exercise price stated in<br>the agreement. |
|---|
7. Potential Criminal and/or Civil Liabilityand/or Disciplinary Action
The items set forth in this Policy are simply to be viewed as guidelines, not as comprehensive coverage of all potential instances. Appropriate judgment should be exercised by each individual in connection with the purchase or sale of securities.
Insiders found liable for insider trading may be subject to criminal penalties of up to $1,000,000 and up to ten (10) years in jail for trading of securities based on material non-public information. In addition, insiders may also be liable for conducting transactions improperly by any person to whom they have disclosed the material non-public information. The Securities and Exchange Commission has imposed large penalties even when the disclosing person did not profit, directly or indirectly, from the trade(s). There are also civil penalties of up to three times the profit gained or loss avoided that may be imposed.
VisionWave Holdings, Inc. may also be found liable for insider trading by any insider. VisionWave Holdings, Inc. may be fined up to $2.5 million dollars as a criminal penalty, as well as the greater of $1.0 million or three times the profit gained or loss avoided as a result of an insider’s violation for civil penalties.
Furthermore, any employees who are found in violation of this Policy will be subject to disciplinary action as outlined in the Employee Handbook, including ineligibility of future participation in equity incentive plans or termination of employment.
All communications of every kind hereunder shall be in writing or shall be of no effect.
5
EXHIBIT 99.3
COMPENSATION RECOVERY POLICY
VisionWaveHoldings Inc.
Effective: 5/29/2025
| 1. | PURPOSE |
|---|
This Compensation Recovery Policy (the “Policy”) of VisionWave Holdings Inc. (the “Company”) is adopted in accordance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 5608 of the Nasdaq Listing Rules. The purpose of this Policy is to provide for the recovery of erroneously awarded incentive-based compensation from executive officers in the event the Company is required to prepare an
accounting restatement due to material noncompliance with financial reporting requirements.
| 2. | APPLICABILITY |
|---|
This Policy applies to all current and former executive officers (as defined under Rule 10D-1 and Nasdaq Rule 5608) who received incentive-based compensation:
| ● | After beginning service as an executive officer, |
|---|---|
| ● | During a performance period for which they served in such capacity, |
| --- | --- |
| ● | While the Company had a class of securities listed on a U.S. national securities<br>exchange, and |
| --- | --- |
| ● | During the three completed fiscal years immediately preceding the date the |
| --- | --- |
Company is required to prepare an accounting restatement, including any transition period resulting from a fiscal year change.
| 3. | TRIGGERING EVENT |
|---|
The Company shall recover erroneously awarded incentive-based compensation if it is required to prepare an accounting restatement to correct an error that is material to previously issued financial statements or would result in a material misstatement if left uncorrected or corrected in the current period.
For the purpose of identifying the applicable look-back period, the date the Company is “required to prepare an accounting restatement” shall be the earlier of:
| ● | The date the Board of Directors (or its committee or delegated officer) concludes,<br>or reasonably should have concluded, that a restatement is required, or |
|---|---|
| ● | The date a court, regulator, or other legally authorized body directs the preparation<br>of such a restatement. |
| --- | --- |
1
| 4. | ERRONEOUSLY AWARDED COMPENSATION |
|---|
The amount subject to recovery is the portion of incentive-based compensation that exceeds the amount that would have been paid based on the restated financials. The calculation must be made without regard to any taxes paid.
For incentive-based compensation based on stock price or total shareholder return, where the amount cannot be determined from restated results:
| ● | The Company shall base recovery on a reasonable estimate of the impact of the restatement on stock price<br>or total shareholder return, and |
|---|---|
| ● | Maintain documentation supporting such estimate and provide it to Nasdaq upon request. |
| --- | --- |
| 5. | EXCEPTIONS TO RECOVERY |
| --- | --- |
Recovery is required in all cases unless the Compensation Committee, or in its absence a majority of the independent directors, determines that recovery would be impracticable because:
(a) The direct expense of recovery exceeds the amount to be recovered, and the Company has made a reasonable attempt to recover, documented such attempt, and provided it to Nasdaq;
(b) Recovery would violate home country law adopted before November 28, 2022, as evidenced by an acceptable legal opinion submitted to Nasdaq;
(c) Recovery would cause a tax-qualified retirement plan under Internal Revenue Code §§ 401(a)(13) or 411(a) to fail to meet applicable requirements.
| 6. | PROHIBITION ON INDEMNIFICATION |
|---|
The Company shall not indemnify any current or former executive officer against the loss of erroneously awarded compensation under this Policy.
| 7. | ADMINISTRATION |
|---|
This Policy shall be administered by the Compensation Committee, or if none exists, by the independent members of the Board of Directors. The Committee shall have full authority to interpret and enforce the Policy, including determinations as to recoverable amounts and applicability.
| 8. | DISCLOSURE |
|---|
The Company shall file all required disclosures regarding this Policy in its annual report and proxy statements in accordance with SEC regulations.
CERTIFICATION
I, the undersigned, do hereby certify that the foregoing Compensation Recovery Policy was duly adopted by the Board of Directors of VisionWave Holdings Inc. on May 29, 2025.
Doug Davis
Secretary of the Board
VisionWave Holdings Inc.