VisionWave Holdings, Inc 8-K, filed Sep 18, 2026
VisionWave Holdings, Inc. (VWAV)
About this 8-K
VisionWave Holdings, Inc filed this 8-K on September 18, 2026, reporting on events of September 16, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Amendment
On September 16, 2026, VisionWave Holdings, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”) (the “Reverse Stock Split”). The Certificate of Amendment adds a new Section 4.5 to Article IV of the Company’s Amended and Restated Certificate of Incorporation and will become effective at 12:01 a.m., Eastern Time, on September 22, 2026 (the “Effective Time”).
As previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2026, at the Company’s 2026 Annual Meeting of Stockholders held on September 1, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of Common Stock at a ratio of not more than 1-for-250 with the exact ratio and timing to be determined by the Company’s Board of Directors (the “Board”) in its sole discretion. On September 3, 2026, the Board fixed the ratio of the Reverse Stock Split at 1-for-20 and approved the filing of the Certificate of Amendment.
Effect of the Reverse Stock Split
At the Effective Time, every twenty (20) shares of Common Stock issued and outstanding, or held in the treasury of the Company, immediately prior to the Effective Time will automatically be reclassified, combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Company or the holders thereof.
No fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Any fractional share that would otherwise result from the Reverse Stock Split will be rounded up to the next whole share, and each holder who would otherwise be entitled to a fractional share will instead be entitled to receive one whole share in lieu of such fractional share. For purposes of determining whether a holder is entitled to a fractional share, all shares of Common Stock held of record by such holder immediately prior to the Effective Time will be aggregated. No stockholder will receive cash in lieu of a fractional share, and no stockholder will be cashed out as a result of the Reverse Stock Split.
The Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock from approximately 47.5 million shares to approximately 2.4 million shares, subject to adjustment for the rounding up of fractional shares. The Reverse Stock Split will not change the par value of the Common Stock, which will remain $0.01 per share, or the total number of shares of capital stock the Company is authorized to issue under its Amended and Restated Certificate of Incorporation, which will remain 160,000,000 shares, consisting of 150,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. As a result, the number of authorized but unissued shares of Common Stock available for future issuance will increase substantially relative to the number of shares outstanding, and any future issuance of such shares could be dilutive to existing stockholders.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except to the extent the rounding up of fractional shares results in a stockholder owning a slightly larger interest.
Effect on Outstanding Equity Awards, Warrants and Convertible Securities
At the Effective Time, proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise, conversion or vesting of the Company’s outstanding warrants, pre-funded warrants, stock options, restricted stock units, convertible notes and convertible debentures, and to the exercise, conversion or purchase prices thereof, as well as to the number of shares of Common Stock reserved for issuance under the Company’s equity incentive plans, including the 2026 Omnibus Equity Incentive Plan, in each case in accordance with the terms of the applicable instrument or plan.
With respect to the Company’s publicly traded Redeemable Warrants (the “Public Warrants”), in accordance with the terms of the warrant agreement governing the Public Warrants, following the Effective Time, each Public Warrant will be exercisable for one-twentieth (1/20) of one share of Common Stock, and the exercise price will be proportionately adjusted to $230.00 per whole share of Common Stock.
Holders of Record and Book-Entry Positions
Stockholders who hold their shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split; their positions will be adjusted automatically to reflect the Reverse Stock Split. Beneficial holders with questions should contact their bank, broker or other nominee. Registered stockholders will receive information from the Company’s transfer agent, Continental Stock Transfer & Trust Company, regarding their holdings following the Effective Time. Each holder of record of a certificate that represented shares of Common Stock immediately prior to the Effective Time will be entitled to receive, upon surrender of such certificate, a new certificate or book-entry position representing the number of whole shares of Common Stock to which such holder is entitled following the Reverse Stock Split.
Trading
The Common Stock will continue to trade on The Nasdaq Global Market under the symbol “VWAV” and is expected to begin trading on a split-adjusted basis at market open on September 22, 2026. Following the Reverse Stock Split, the Common Stock will trade under a new CUSIP number, 927950204.
The Reverse Stock Split is primarily intended to increase the per share trading price of the Common Stock in order to maintain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1). There can be no assurance that the Reverse Stock Split will result in a sustained increase in the per share trading price of the Common Stock or that the Company will satisfy Nasdaq’s continued listing requirements.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 18, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the timing and effects of the Reverse Stock Split, the commencement of split-adjusted trading, the anticipated number of shares of Common Stock outstanding following the Reverse Stock Split, and the Company’s ability to satisfy Nasdaq’s continued listing requirements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that the Reverse Stock Split does not result in a sustained increase in the per share trading price of the Common Stock, reduced liquidity of the Common Stock, dilution from future issuances of authorized but unissued shares, delays in processing the Reverse Stock Split by Nasdaq, the Company’s transfer agent or The Depository Trust Company, and the other risks described in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update them, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of VisionWave Holdings, Inc., filed with the Secretary of State of the State of Delaware on September 16, 2026. |
| 99.1 | Press Release of VisionWave Holdings, Inc., dated September 18, 2026 (furnished herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| VISIONWAVE HOLDINGS, INC. | |
| Date: September 18, 2026 | By: /s/ Douglas Davis |
| Name: Douglas Davis | |
| Title: Chief Executive Officer |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VISIONWAVE HOLDINGS, INC.
a Delaware corporation
VisionWave Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST: The name of the corporation is VisionWave Holdings, Inc. (the “Corporation”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 4, 2024, and the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on May 27, 2025.
SECOND: The Board of Directors of the Corporation (the “Board of Directors”) has duly adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation, directing that said amendment be submitted to the stockholders of the Corporation for consideration thereof, and authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment of Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”).
THIRD: Upon the effectiveness of this Certificate of Amendment pursuant to the DGCL, Article IV of the Certificate of Incorporation is hereby amended by adding the following new Section 4.5 to the end of Article IV:
“Section 4.5 Reverse Stock Split. Effective at 12:01 a.m., Eastern Time, on September 22, 2026 (the “Effective Time”), each twenty (20) shares of Common Stock issued and outstanding, or held in the treasury of the Corporation, immediately prior to the Effective Time shall automatically be reclassified, combined and converted into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Corporation or the respective holders of such shares (the “Reverse Stock Split”).
No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split shall be rounded up to the next whole share, and each holder of Common Stock who would otherwise be entitled to receive a fractional share of Common Stock as a result of the Reverse Stock Split shall instead be entitled to receive one (1) whole share of Common Stock in lieu of such fractional share. For purposes of determining whether a holder is entitled to a fractional share, all shares of Common Stock held of record by such holder immediately prior to the Effective Time shall be aggregated.
1
From and after the Effective Time, each certificate or book-entry position that, immediately prior to the Effective Time, represented shares of Common Stock shall, without any action on the part of the holder thereof, represent that number of whole shares of Common Stock into which the shares of Common Stock represented thereby have been reclassified, combined and converted pursuant to the Reverse Stock Split; provided, however, that each holder of record of a certificate that represented shares of Common Stock immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate or book-entry position evidencing and representing the number of whole shares of Common Stock to which such holder is entitled following the Reverse Stock Split.
The Reverse Stock Split shall not affect the total number of shares of capital stock, including the Common Stock and the Preferred Stock, that the Corporation is authorized to issue as set forth in Section 4.1, or the par value per share of the Common Stock or the Preferred Stock.”
FOURTH: This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time, on September 22, 2026.
FIFTH: This Certificate of Amendment has been duly adopted and declared advisable by the Board of Directors in accordance with the applicable provisions of Section 242 of the DGCL.
SIXTH: This Certificate of Amendment has been duly approved by the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote thereon, at the annual meeting of stockholders of the Corporation duly called and held on September 1, 2026, in accordance with the applicable provisions of Sections 222 and 242 of the DGCL.
2
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by the undersigned, and the undersigned has executed this Certificate of Amendment and affirms the foregoing as true under penalty of perjury this 16th day of September, 2026.
| VISIONWAVE HOLDINGS, INC. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |
3
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
VisionWave Holdings, Inc. Announces 1-for-20 Reverse Stock Split
Effective September 22, 2026
LOS ANGELES, September 18, 2026 — VisionWave Holdings, Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”), a defense technology and artificial intelligence company, today announced that it will effect a 1-for-20 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”).
The Reverse Stock Split will become effective at 12:01 a.m., Eastern Time, on September 22, 2026. The Company’s common stock will continue to trade on The Nasdaq Global Market under the symbol “VWAV” and is expected to begin trading on a split-adjusted basis when the market opens on September 22, 2026. The common stock will be assigned a new CUSIP number, 927950204.
At the Company’s 2026 Annual Meeting of Stockholders held on September 1, 2026, the stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock at a ratio of not more than 1-for-250, with the exact ratio and the timing thereof to be determined by the Board of Directors in its sole discretion. On September 3, 2026, the Board of Directors set the ratio at 1-for-20 and approved the filing of a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company filed on September 16, 2026.
The Reverse Stock Split is primarily intended to increase the per share trading price of the Company’s common stock in order to maintain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1).
As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock, and shares held in treasury, will automatically be combined into one (1) share of common stock. The Reverse Stock Split will reduce the number of issued and outstanding shares of common stock from approximately 47.5 million shares to approximately 2.4 million shares, subject to adjustment for the rounding up of fractional shares described below. The Reverse Stock Split will not change the par value of the common stock, which will remain $0.01 per share, and will not change the number of authorized shares of the Company’s capital stock, which will remain 160,000,000 shares, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock. Accordingly, the number of authorized but unissued shares of common stock available for future issuance will increase substantially relative to the number of shares outstanding, and future issuances of those shares could be dilutive to existing stockholders.
No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional share that would otherwise result from the Reverse Stock Split will be rounded up to the next whole share. For this purpose, all shares of common stock held of record by a stockholder immediately prior to the effective time will be aggregated. No stockholder will receive a cash payment in lieu of a fractional share, and no stockholder will be cashed out of the Company as a result of the Reverse Stock Split.
Proportionate adjustments will be made to the number of shares of common stock issuable upon the exercise, conversion or vesting of the Company’s outstanding warrants, pre-funded warrants, stock options, restricted stock units and convertible notes, and to the applicable exercise, conversion or purchase prices thereof, as well as to the number of shares reserved for issuance under the Company’s equity incentive plans, in each case in accordance with the terms of the applicable instrument or plan.
Stockholders holding shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split; their positions will be adjusted automatically to reflect the Reverse Stock Split. Beneficial holders with questions regarding the processing of the Reverse Stock Split should contact their bank, broker or other nominee. Registered stockholders holding shares directly with the Company’s transfer agent, Continental Stock Transfer & Trust Company, will receive information from the transfer agent regarding their holdings following the effective time. Additional information regarding the Reverse Stock Split is contained in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 23, 2026, and in the Current Report on Form 8-K to be filed by the Company in connection with the Reverse Stock Split.
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. Information contained on, or accessible through, the Company’s website is not incorporated by reference into, and does not form a part of, this press release or any filing of the Company with the Securities and Exchange Commission.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the effective time of the Reverse Stock Split, the expected commencement of split-adjusted trading, the anticipated effect of the Reverse Stock Split on the per share trading price of the common stock, the Company’s expectations regarding continued listing on The Nasdaq Global Market, and the anticipated post-split share counts. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Forward-looking statements are generally identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” and similar expressions, or by statements that events or trends “may,” “will,” or “could” occur.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including but not limited to: the risk that the Reverse Stock Split does not result in a sustained increase in the per share trading price of the common stock, or that the price declines following the Reverse Stock Split; the risk that the Reverse Stock Split does not enable the Company to maintain compliance with the Nasdaq minimum bid price requirement or any other continued listing standard, and the risk of delisting; the risk that the Reverse Stock Split reduces the liquidity or marketability of the common stock, or increases the number of stockholders holding odd lots; the substantial increase in authorized but unissued shares of common stock available for future issuance and the potential dilution to existing stockholders resulting from future issuances, including under the Company’s at-the-market offering arrangements, outstanding convertible notes, warrants and pre-funded warrants, and equity incentive plans; the Company’s need for additional capital and the terms on which it may be available; the effect of the Reverse Stock Split on the conversion, exercise and floor price provisions of the Company’s outstanding securities; the risk of delay in the effectiveness or processing of the Reverse Stock Split by the Secretary of State of the State of Delaware, Nasdaq, the Company’s transfer agent or The Depository Trust Company; and the other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included in this press release and in the Company’s SEC filings. VisionWave undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are cautioned not to place undue reliance on these forward-looking statements.
Contact for Investors: investors@vwav.inc
