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
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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).
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with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2025, the Board of Directors (the “Board”) of VisionWave Holdings, Inc. (the “Company”) approved Independent Director Agreements (each, an “Agreement”) with Eric Shuss, Chuck Hansen, and Haggai Ravid, pursuant to which each will serve as an independent director of the Company.
Under the terms of each Agreement, the independent director will receive:
| ● | An annual cash retainer of $36,000, payable quarterly, and $10,000 per annum for serving as the audit committee chair, $5,000 for compensation committee chair and the governance committee chair; |
| ● | Reimbursement for reasonable expenses incurred in connection with Board service; and |
| ● | An annual equity grant under the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”) with a grant date fair value of $60,000, consisting of restricted stock vesting in full after one year of service. |
As a result of the above, the Company will issue 5,245 shares of common stock to Messrs Shuss, Hansen and Ravid for their service in 2025. The Agreements also include standard provisions regarding indemnification, confidentiality, and compliance with applicable laws and Company policies. Each Agreement has an initial term of one year, subject to renewal upon mutual agreement or election at the annual stockholder meeting.
Further, as compensation for his service as a director prior to the Business Combination with Bannix Acquisition Corp. (“Bannix”), the Company entered into Compensation Agreements (each, a “Compensation Agreement”) with Mr. Shuss and two other former directors who served as an independent director on the Board of Directors of Bannix from October 2022 until July 2025. Pursuant to the Compensation Agreement, effective as of September 9, 2025, Mr. Shuss will receive a one-time lump sum compensation of $150,000, payable in cash, fully vested shares of the Company’s common stock issued under the Company’s Plan, or a combination thereof, at Mr. Shuss’ election. If shares are elected, the number of shares will be determined by dividing the elected portion by the closing price of the Company’s common stock on the NASDAQ Stock Market immediately prior to the effective date of the Compensation Agreement. Mr. Shuss has elected to receive 6,556 shares of common stock using a closing price of $11.44 as of September 8, 2025. The shares will be fully vested upon issuance but subject to resale restrictions under Rule 144 of the Securities Act of 1933, as amended. Payment or issuance will occur within 10 business days after the election (or default to cash if no election is made within 10 business days).
The foregoing description of the Agreements and the Compensation Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements attached hereto.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Independent Director Engagement Agreement |
| 10.2 | Form of Compensation Agreement between VisionWave Holdings, Inc. and former directors of Bannix Acquisition Corp. |
| 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: September 12, 2025 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Noam Kenig | |
| Name: | Noam Kenig | |
| Title: | Chief Executive Officer | |
EXHIBIT 10.1
INDEPENDENT DIRECTOR ENGAGEMENT AGREEMENT
This Independent Director Engagement Agreement (this “Agreement”) is entered into as of [Insert Date], 2025 (the “Effective Date”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and [Insert Independent Director’s Name], an individual (the “Director”).
RECITALS
WHEREAS, the Company is a Nasdaq-listed defense technology company that completed its business combination and listing on July 15, 2025;
WHEREAS, the Director has been appointed as an independent director on the Company’s Board of Directors (the “Board”) and qualifies as “independent” under applicable Nasdaq and SEC rules;
WHEREAS, the Company’s Board has adopted an Independent Director Compensation Policy, as outlined in the memo dated July 29, 2025 (the “Policy Memo”), which establishes annual compensation for independent directors to ensure market-competitive pay aligned with shareholder interests;
WHEREAS, pursuant to the Policy Memo, effective August 1, 2025, the Company will provide annual compensation to the Director consisting of a cash retainer, potential committee chair fees, equity grants in the form of shares of restricted stock (“Restricted Stock”), and expense reimbursements;
WHEREAS, equity grants will be issued under the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”); and
WHEREAS, the parties desire to memorialize the terms of the Director’s engagement, including compensation for services rendered.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Appointment and Term
1.1 Appointment. The Company has engaged the Director to serve as an independent member of the Board, and the Director accepted such engagement, subject to the terms and conditions of this Agreement. The Director shall perform such duties as are customary for an independent director of a public company, including attending Board meetings, serving on committees as assigned, providing oversight on governance, compliance, and strategic matters, and complying with applicable laws and Company policies.
1.2 Term. This Agreement shall commence on the Effective Date and continue until the Director’s resignation, removal, or failure to be re-elected in accordance with the Company’s bylaws and applicable law (the “Term”). The compensation provisions herein shall apply for each annual service period beginning August 1, 2025, and renewing annually thereafter during the Term, subject to any adjustments approved by the Board or Compensation Committee.
1.3 Independence. The Director represents that they meet the independence criteria under Nasdaq Listing Rules and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. The Director agrees to promptly notify the Company of any change in circumstances that may affect their independence.
2. Compensation
In consideration for the Director’s services during the Term, the Company shall provide the following compensation, consistent with the Policy Memo and prorated for any partial service period if applicable:
2.1 Cash Retainer. An annual base cash retainer of Thirty-Five Thousand Dollars ($36,000), payable quarterly in arrears on the last business day of each calendar quarter.
2.2 Committee Chair Fees. If the Director serves as Chair of a Board committee, additional annual fees as follows, payable quarterly in arrears:
| ● | Audit Committee Chair: Ten Thousand Dollars ($10,000) |
| ● | Compensation Committee Chair: Five Thousand Dollars ($5,000) (if different from the Audit Committee Chair) |
| ● | Governance Committee Chair: Five Thousand Dollars ($5,000) (if different from the Audit Committee Chair) |
2.3 Equity Compensation. (a) An annual grant of $60,000 in shares of Restricted Stock per year. (b) The Restricted Stock shall be granted on or about August 1 of each year and shall use the closing price as of July 31 each year. (c) The Restricted Stock shall vest in full after twelve (12) months of continuous service from the grant date, subject to accelerated vesting upon a Change in Control (as defined in the Plan) or the Director’s death or disability. (d) Upon vesting, the Restricted Stock shall be subject to standard resale restrictions under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable securities laws. (e) The Restricted Stock shall be governed by the terms of the Plan and a separate Restricted Stock Award Agreement to be entered into between the Company and the Director.
2.4 Expense Reimbursements. The Company shall reimburse the Director for all reasonable and documented out-of-pocket expenses incurred in connection with Board service, including travel, accommodations, and other business-related costs, in accordance with the Company’s expense reimbursement policy. Reimbursements shall be made within thirty (30) days of submission of appropriate documentation.
2.5 No Other Compensation. Except as expressly provided herein, the Director shall not be entitled to any other compensation, benefits, or perquisites for services under this Agreement.
2.6 Taxes. The Director shall be solely responsible for any federal, state, local, or foreign taxes arising from the compensation provided hereunder. The Company shall withhold from any payments amounts required under applicable tax laws. The Director acknowledges that they are an independent contractor and not an employee for tax or benefits purposes.
3. Representations and Warranties
3.1 By the Director. The Director represents and warrants to the Company that: (a) The Director has full power and authority to enter into this Agreement and perform their obligations hereunder. (b) The Director is not subject to any agreement, order, or restriction that would prevent or impair their ability to serve as a director. (c) The Director has had an opportunity to consult with their own legal, tax, and financial advisors regarding this Agreement, the Plan, and the compensation hereunder. (d) The Director is an accredited investor as such term is defined under the Securities Act of 1933, as amended.
3.2 By the Company. The Company represents and warrants to the Director that: (a) The Company has full corporate power and authority to enter into this Agreement and perform its obligations hereunder. (b) The issuance of any Restricted Stock hereunder has been duly authorized by the Board or Compensation Committee and complies with the terms of the Plan and applicable law. (c) Upon issuance and vesting, the Restricted Stock will be validly issued, fully paid, and non-assessable.
4. Confidentiality and Non-Disclosure
The Director agrees to maintain the confidentiality of all non-public information obtained in connection with Board service, in accordance with the Company’s confidentiality policies and applicable law. This obligation shall survive the termination of this Agreement.
5. Termination
5.1 Termination Events. This Agreement shall terminate upon the Director’s resignation, removal from the Board, or non-re-election. Upon termination, the Director shall be entitled to any accrued but unpaid cash compensation and vested equity, prorated as applicable.
5.2 Survival. Sections 2.6 (Taxes), 3 (Representations and Warranties), 4 (Confidentiality), 5.2 (Survival), 6 (Indemnification), and 7 (Miscellaneous) shall survive termination.
6. Indemnification
The Company shall indemnify and advance expenses to the Director to the fullest extent permitted by Delaware law and the Company’s bylaws, including coverage under any directors’ and officers’ liability insurance policy maintained by the Company.
7. Miscellaneous
7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
7.2 Entire Agreement. This Agreement, together with the Plan and any Restricted Stock Award Agreement, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.
7.3 Amendments. This Agreement may be amended only by a written instrument signed by both parties.
7.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
7.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
7.6 Notices. All notices hereunder shall be in writing and delivered to the addresses specified below or such other addresses as a party may designate in writing.
For the Company:
VisionWave Holdings, Inc.
1063 N Spaulding Avenue
West Hollywood, CA 90046
Attention: CEO
For the Director:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
| VISIONWAVE HOLDINGS, INC. | ||
| By: | ||
| Name: Noam Kenig | ||
| Title: CEO | ||
| DIRECTOR | ||
EXHIBIT 10.2
COMPENSATION AGREEMENT
This Compensation Agreement (this “Agreement”) is entered into as of September 9, 2025 (the “Effective Date”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and [ ], an individual (the “SPAC Director”).
RECITALS
WHEREAS, the SPAC Director served as an independent director on the Board of Directors of Bannix Acquisition Corp. (“Bannix”) from October 2022 until July 2025, during which time the SPAC Director provided valuable oversight, including with respect to SEC filings, NASDAQ compliance, and the successful completion of the business combination between Bannix and the Company on July 14, 2025 (the “De-SPAC Transaction”);
WHEREAS, following the De-SPAC Transaction, the Company assumed control of Bannix, and the SPAC Director has not received any prior compensation, including sponsor equity, founder shares, cash, or other forms of remuneration, for such extended service;
WHEREAS, the Company’s Board of Directors has reviewed and approved a recommendation to provide fair and market-aligned compensation to the SPAC Director in recognition of their completed service, as detailed in the Independent Director Compensation Recommendation Report dated July 29, 2025 (the “Recommendation Report”);
WHEREAS, pursuant to the Recommendation Report, the Company has authorized a one-time payment of $150,000 to the SPAC Director, payable either in cash or, at the SPAC Director’s election, in the form of fully vested shares of the Company’s common stock issued under the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”); and
WHEREAS, the parties desire to memorialize the terms of such compensation.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Compensation Payment
1.1 Amount and Form. The Company shall pay to the SPAC Director a one-time compensation in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the “Compensation Amount”) in recognition of the SPAC Director’s service as described in the Recitals, which compensation is specifically being paid to the SPAC Director for his service as a director during the period from October 2022 until July 2025. The SPAC Director may elect to receive the Compensation Amount in either (i) cash or (ii) fully vested shares of the Company’s common stock (the “Shares”) issued under the Plan, or a combination thereof, as specified in the Election Notice (as defined below).
1.2 Election. The SPAC Director shall make their election regarding the form of payment by delivering a written notice to the Company (the “Election Notice”) within 10 business days after the Effective Date, specifying the portion of the Compensation Amount to be paid in cash (if any) and the portion to be paid in Shares (if any). If no Election Notice is timely delivered, the Compensation Amount shall be paid entirely in cash.
1.3 Payment Timing. The cash portion of the Compensation Amount (if any) shall be paid by the Company to the SPAC Director via wire transfer or check within 10 business days after receipt of the Election Notice (or, if no Election Notice is delivered, within 10 business days after the expiration of the election period). The Shares (if elected) shall be issued to the SPAC Director within the same timeframe.
1.4 Share Issuance Details. If the SPAC Director elects to receive all or a portion of the Compensation Amount in Shares:
(a) The number of Shares to be issued shall be determined by dividing the elected portion of the Compensation Amount by the Fair Market Value (as defined below) of the Company’s common stock on the Grant Date (as defined below), rounded down to the nearest whole share.
(b) “Fair Market Value” means the closing price of the Company’s common stock (trading symbol: VWAV) as reported on the NASDAQ Stock Market (or such other principal securities exchange on which the Company’s common stock is then traded) immediately prior to the Grant Date.
(c) “Grant Date” means the Effective Date.
(d) The Shares shall be issued under the Plan and shall be fully vested upon issuance. Notwithstanding the foregoing, the Shares shall be subject to standard resale restrictions under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), and any other applicable securities laws.
(e) The SPAC Director acknowledges that the Shares will be “restricted securities” under the Securities Act and may bear appropriate legends reflecting such restrictions.
1.5 Taxes. The SPAC Director shall be solely responsible for any federal, state, local, or foreign taxes arising from the receipt of the Compensation Amount, whether in cash or Shares. The Company shall have the right to withhold from any payment hereunder any amounts required to be withheld under applicable tax laws.
2. Representations and Warranties
2.1 By the SPAC Director. The SPAC Director represents and warrants to the Company that:
(a) The SPAC Director has full power and authority to enter into this Agreement and to perform their obligations hereunder.
(b) If electing Shares, the SPAC Director is acquiring the Shares for their own account for investment purposes and not with a view to resale or distribution in violation of applicable securities laws.
(c) The SPAC Director has had an opportunity to consult with their own legal, tax, and financial advisors regarding this Agreement and the Compensation Amount.
(d) The SPAC Director is an accredited investor as such term is defined under the Securities Act of 1933, as amended.
2.2 By the Company. The Company represents and warrants to the SPAC Director that:
(a) The Company has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
(b) The issuance of any Shares hereunder has been duly authorized by the Company’s Board of Directors and complies with the terms of the Plan and applicable law.
(c) Upon issuance, the Shares will be validly issued, fully paid, and non-assessable.
3. Release
In consideration of the Compensation Amount, the SPAC Director hereby releases and forever discharges the Company, its affiliates, successors, and assigns, and their respective officers, directors, employees, and agents, from any and all claims, demands, actions, or causes of action arising out of or relating to compensation for the SPAC Director’s service on the Bannix Board of Directors prior to the De-SPAC Transaction, except for any claims arising under this Agreement.
4. Miscellaneous
4.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
4.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.
4.3 Amendments. This Agreement may be amended only by a written instrument signed by both parties.
4.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
4.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
4.6 Notices. All notices hereunder shall be in writing and delivered to the addresses specified below or such other addresses as a party may designate in writing.
For the Company:
VisionWave Holdings, Inc.
300 Delaware Ave., Suite 210 # 301, Wilmington, Delaware 19801, United States
Attention: CEO
For the SPAC Director:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
| VISIONWAVE HOLDINGS, INC. | ||
| By: | ||
| Name: Doug Davis | ||
| Title: Executive Chairman | ||
| SPAC DIRECTOR | ||
Election Notice
I, , elect for the compensation amount to be paid entirely in cash.
| US Dollar Domestic Payment Details |