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Current Report · Items 5.07 · 8-K

VisionWave Holdings, Inc.

VWAVNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 1, 2026, VisionWave Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”) virtually at https://www.cstproxy.com/vwav/2026.…

Filed Sep 2, 2026Accepted Sep 2, 2026, 4:20 PM EDTCIK 2038439Accession 0001731122-26-001177
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Company context

VisionWave Holdings, Inc. (the “Company,” “VisionWave,” “we,” “us,” or “our”) is a Delaware corporation formed on September 4, 2024, with principal executive offices located at 300 Delaware Avenue, Suite 210 #301, Wilmington, Delaware 19801. Our common stock trades on The Nasdaq Global Market under the symbol “VWAV,” and our publicly traded warrants trade under the symbol “VWAVW.” We maintain a website at www.vwav.inc, where additional information about our business can be found. The information contained on, or that can be accessed through, our website is not incorporated by reference into, and is not a part of, this prospectus.

Current securities

Recent company filings

  1. Entry into a Material Definitive Agreement · Regulation FD DisclosureSep 24, 2026
  2. 424B5 filingSep 18, 2026
  3. Entry into a Material Definitive AgreementSep 18, 2026
  4. Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD DisclosureSep 18, 2026
  5. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesSep 14, 2026

Disclosure sections

Items 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On September 1, 2026, VisionWave Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”) virtually at https://www.cstproxy.com/vwav/2026. At the Meeting, the Company’s stockholders voted on the ten proposals described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on or about July 23, 2026. As of the record date of July 13, 2026, there were 27,582,069 shares of the Company’s common stock outstanding and entitled to vote at the Meeting. A quorum was present at the Meeting, with holders of 22,489,462 shares (approximately 82% 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 Company’s 2026 Omnibus Equity Incentive Plan, including the reservation of 7,000,000 shares of the Company’s common stock for issuance thereunder. FOR AGAINST ABSTAIN Broker Non-vote ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 1 18,319,752 340,029 39,344 3,790,337 Proposal 1 was approved. Proposal 2 - Election of nine (9) directors to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. Nominee FOR WITHHELD Broker Non-vote ────────────────────────────────────────────────────────────────────── Douglas Davis 18,530,624 168,501 3,790,337 Eric T. Shuss 18,529,524 169,601 3,790,337 Haggai Ravid 18,522,995 176,130 3,790,337 Mansour Khatib 18,523,459 175,666 3,790,337 Shayna Quinn 18,525,317 173,808 3,790,337 Atara Dzikowski 18,523,186 175,939 3,790,337 Chuck Hansen 18,530,197 168,928 3,790,337 Judit Nagypal 18,524,656 174,469 3,790,337 Daniel Ollech 18,528,506 170,619 3,790,337 Each of the nine nominees was elected to serve as a director of the Company. Proposal 3 - Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers. FOR AGAINST ABSTAIN Broker Non-vote ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 3 18,339,177 295,726 64,222 3,790,337 Proposal 3 was approved, on a non-binding advisory basis. Proposal 4 - Ratification of the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026. FOR AGAINST ABSTAIN Broker Non-vote ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 4 22,199,678 248,218 41,566 0 Proposal 4 was approved. Proposal 5 - Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a ratio of up to one-for-two hundred fifty (1-for-250), with the exact ratio and the timing of effectiveness to be determined by the Board of Directors in its discretion at any time on or prior to December 31, 2027. FOR AGAINST ABSTAIN Broker Non-vote ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 5 21,128,067 1,285,340 76,055 0 Proposal 5 was approved. Proposal 6 - Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of up to 7,000,000 shares of the Company’s common stock to Adrian Holdings S.R.L. in connection with the QuantumSpeed asset acquisition. FOR AGAINST ABSTAIN Broker Non-vote ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 6 18,448,619 197,727 52,779 3,790,337 Proposal 6 was approved. Proposal 7 - Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of up to 3,500,000 shares of the Company’s common stock to Dream America Marketing Services, Ltda. in connection with the xClibre asset acquisition. FOR AGAINST ABSTAIN Broker Non-vote ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 7 18,446,617 222,058 30,450 3,790,337 Proposal 7 was approved. Proposal 8 - Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of an initial 1,872,659 shares of the Company’s common stock to SaverOne 2014 Ltd and its management under the Exchange Agreement, and additional shares of common stock pursuant to the value protection mechanism described therein. FOR AGAINST ABSTAIN Broker Non-vote ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 8 18,392,029 271,512 35,584 3,790,337 Proposal 8 was approved. Proposal 9 - Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of shares of the Company’s common stock to BladeRanger Ltd. and its designees under the Solar Drone Agreement in connection with the Company’s acquisition of Solar Drone Ltd., consisting of 1,500,000 shares issued as consideration and an indeterminate number of shares issuable upon exercise of related prefunded warrants. FOR AGAINST ABSTAIN Broker Non-vote ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 9 18,433,378 239,987 25,760 3,790,337 Proposal 9 was approved. Proposal 10 - Approval, for purposes of Nasdaq Listing Rule 5635, of the issuance of shares of the Company’s common stock to Foresight Autonomous Holdings Ltd. (“Foresight”) in connection with a Securities Exchange Agreement pursuant to which the Company will acquire, in two stages, newly issued ordinary shares of Foresight representing 52% of Foresight’s issued and outstanding share capital. FOR AGAINST ABSTAIN Broker Non-vote ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Proposal No. 10 1,237,291 17,423,131 38,703 3,790,337 Proposal 10 was not approved. No other matters were presented for a vote at the Meeting.