VWAV 8-K
VisionWave Holdings, Inc. (VWAV)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 24, 2026, VisionWave Holdings, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Meeting”) virtually at https://www.cstproxy.com/vwav/2026. At the Meeting, the Company’s stockholders voted on the three proposals described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on or about January 15, 2026.
As of the record date of January 5, 2026, there were 16,516,603 shares of the Company’s common stock outstanding and entitled to vote. A quorum was present at the Meeting, with holders of 15,596,197 shares (approximately 94.43% of the outstanding shares) represented in person (virtually) or by proxy.
The final voting results for each proposal, as certified by the Inspector of Election, are as follows:
Proposal 1 – Approval of the issuance of shares of common stock to YA II PN, Ltd. pursuant to the terms of a standby equity purchase agreement (the “SEPA”), with such modifications, amendments, or changes (consistent with the intent and purpose of this proposal) agreed upon by the parties to the SEPA, and in accordance with the stockholder approval requirements of Nasdaq Listing Rules 5635(b) and 5635(d).
| FOR | AGAINST | ABSTAIN | Broker Non-vote | |
| Proposal No. 1 | 15,340,918 | 51,712 | 203,567 | 0 |
Proposal 1 was approved.
Proposal 2 – Approval of the Company’s 2025 Omnibus Equity Incentive Plan.
| FOR | AGAINST | ABSTAIN | Broker Non-vote | |
| Proposal No. 2 | 15,405,026 | 184,434 | 6,737 | 0 |
Proposal 2 was approved.
Proposal 3 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to amend Section 7.3 thereof to permit stockholder action by written consent in lieu of a meeting.
| FOR | AGAINST | ABSTAIN | Broker Non-vote | |
| Proposal No. 3 | 15,549,912 | 28,098 | 18,187 | 0 |
Proposal 3 was approved.
No other matters were presented for a vote at the Meeting.
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: February 24, 2026 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Interim Chief Executive Officer | |