Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-001022

Filed: 2026-08-05

Period: 2026-08-02

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — e7830_8-k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (e7830_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (e7830_ex99-2.htm)

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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):

August 2, 2026

VisionWave

Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-72741

99-5002777

(State

or other jurisdiction of incorporation)

(Commission

File Number)

(I.R.S.

Employer Identification No.)

300 Delaware Ave., Suite 210 #301

Wilmington, Delaware 19801

(Address of Principal Executive 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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 7.01 Regulation FD Disclosure.

Item 8.01 Other Events.

On August 2, 2026, VisionWave Holdings, Inc. (the “Company”

or “VisionWave”) entered into a term sheet (the “Term Sheet”) with D-Fence Electronic Fencing Systems Ltd. (“D-Fence”),

an Israeli developer of artificial intelligence-powered perimeter security and electronic fencing systems, providing the framework for

VisionWave’s proposed acquisition of a controlling equity interest in D-Fence. The Term Sheet is binding upon the parties only

with respect to its provisions relating to exclusivity, confidentiality, expenses, governing law and termination; the remaining provisions

of the Term Sheet, including those describing the structure and terms of the proposed transaction, are non-binding and are subject in

all respects to the negotiation and execution of a definitive share purchase agreement (the “Definitive Agreement”).

Pursuant to the Term Sheet, VisionWave intends to acquire at least fifty-one

percent (51%) of the outstanding equity interests of D-Fence in exchange for shares of VisionWave common stock. VisionWave will also receive

an option, exercisable for a period of two years following the initial closing, to acquire the remaining forty-nine percent (49%) of D-Fence.

The Term Sheet contemplates an implied valuation of approximately $5 million for the initial acquisition, with the remaining equity subject

to an implied valuation of approximately $20 million.

The Term Sheet provides that no cash consideration will be paid to the

D-Fence shareholders. VisionWave may, however, provide up to $1,000,000 per year to D-Fence in the form of a loan to fund contract execution

and approved operating expenses, which D-Fence will be obligated to repay from available funds in accordance with the terms of such loan.

Any shares of VisionWave common stock issued in connection with the proposed transaction are expected to be issued in a private placement

exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on

Section 4(a)(2) thereof and/or Regulation D thereunder, and the closing of the proposed transaction will be subject to approval by the

Company’s stockholders in accordance with applicable Nasdaq listing rules.

The Term Sheet also provides for a price protection mechanism pursuant

to which, if within six months following the closing the price or implied valuation of the Company’s common stock is lower than

the implied per-share valuation at the closing, the exchange ratio will be retroactively adjusted and the Company will issue, for no additional

consideration, additional shares of common stock to the former D-Fence shareholders in an amount sufficient to preserve the total transaction

value agreed upon at the closing. Any such additional issuance would result in dilution to the Company’s existing stockholders.

In addition, the Term Sheet contemplates that the Definitive Agreement

will provide the D-Fence shareholders with customary registration rights, including the obligation of the Company to file a resale registration

statement on Form S-1 (or Form S-3, if eligible) within 90 calendar days following the closing and to use its best efforts to cause such

registration statement to be declared effective within 180 calendar days following the closing, together with one demand registration

right, customary piggy-back registration rights, a lock-up of 180 days from effectiveness and customary indemnification provisions. The

Term Sheet further contemplates that Uriel Bin and Max Nudelman will remain in their positions with D-Fence for a period of four years

following the closing.

The Term Sheet grants the Company exclusivity through September 30, 2026

and contemplates that the Definitive Agreement will be executed no later than September 30, 2026, with the closing to occur no later than

October 15, 2026, subject to extension by mutual written consent to a date no later than October 31, 2026. The Term Sheet may be terminated

by either party upon written notice if the Definitive Agreement is not executed by September 30, 2026 or if any condition precedent becomes

incapable of satisfaction.

The proposed transaction remains subject to, among other things:

● completion

of satisfactory legal, financial and technical due diligence;

● negotiation

and execution of a definitive Share Purchase Agreement;

● receipt

of all required corporate, shareholder and regulatory approvals, including approval by the

Company’s stockholders in accordance with applicable Nasdaq listing rules;

● the

condition that no single D-Fence shareholder own more than 19.99% of the Company’s

outstanding common stock at the closing;

● satisfaction

of customary closing conditions; and

● the

absence of any material adverse change affecting D-Fence.

There can be no assurance that the parties will execute the Definitive

Agreement or that the proposed transaction will be consummated on the terms described in the Term Sheet, or at all. Other than in respect

of the Term Sheet, there is no material relationship between the Company or its affiliates and D-Fence or its shareholders.

The Company believes the proposed acquisition would strengthen VisionWave’s

expanding defense technology portfolio by adding D-Fence’s artificial intelligence-powered perimeter intrusion detection and electronic

fencing systems serving military, airport, transportation, border security, energy, and critical infrastructure markets.

The foregoing description of the Term Sheet is qualified in its entirety

by reference to the complete Term Sheet, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On August 5, 2026, the Company issued a press release announcing the execution

of the Term Sheet described in Item 1.01 of this Current Report and providing additional information regarding the strategic rationale

for the proposed acquisition.

A copy of the press release is furnished as Exhibit 99.2 to this

Current Report.

The information contained in this Item 7.01, including Exhibit 99.2, is

being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,

nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set

forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within

the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning the proposed acquisition of D-Fence,

anticipated benefits of the proposed transaction, expected timing, future operations, anticipated market opportunities and other future

events.

These forward-looking statements are subject to numerous risks and uncertainties,

including, without limitation, the parties’ ability to complete due diligence, negotiate and execute definitive agreements, obtain

required approvals, satisfy closing conditions, the risk that the Term Sheet may be terminated and that the Definitive Agreement may not

be executed, the possibility that the price protection mechanism described above could require the issuance of additional shares of common

stock and result in dilution to the Company’s stockholders, successfully integrate the business, realize anticipated synergies and

other risks disclosed in the Company’s filings with the Securities and Exchange Commission, including under “Risk Factors”

in the Company’s most recent Annual Report on Form 10-K and in its subsequent filings with the Securities and Exchange Commission.

Actual results may differ materially from those expressed or implied by these forward-looking statements.

The Company undertakes no obligation to update any forward-looking statements

except as required by applicable law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Term Sheet, dated August 2, 2026, by and between VisionWave Holdings, Inc. and D-Fence Electronic Fencing Systems Ltd.

99.2

Press Release, dated August 5, 2026, announcing the execution of the Term Sheet and the proposed acquisition of D-Fence.

104

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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.

Date: August 5, 2026

VISIONWAVE

HOLDINGS, INC.

By: /s/

Douglas Davis

Name:

Douglas Davis

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

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EXHIBIT 99.1

EX-99.2 — EXHIBIT 99.2

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EXHIBIT 99.2

VisionWave Expands AI Defense Platform with Planned

Acquisition of Perimeter Security Provider D-Fence

Term Sheet Signed to Acquire Controlling Interest in AI-Powered Perimeter

Security Company Serving Governments, Defense Organizations and Critical Infrastructure Worldwide

West Hollywood, CA., August 5, 2026 – VisionWave Holdings,

Inc. (Nasdaq: VWAV) (“VisionWave” or the “Company”), an artificial intelligence defense technology company,

today announced the execution of a term sheet (the “Term Sheet”) to acquire a controlling interest in D-Fence Electronic

Fencing Systems Ltd. (“D-Fence”), an Israeli developer of AI-powered perimeter security and electronic fencing systems

serving governments, military organizations and critical infrastructure operators worldwide.

The Term Sheet is binding upon the parties only with respect to certain

provisions, including exclusivity, confidentiality, expenses, governing law and termination. The terms of the proposed transaction remain

subject to the negotiation and execution of a definitive Share Purchase Agreement, and there can be no assurance that a definitive agreement

will be executed or that the proposed transaction will be consummated on the terms described herein, or at all.

The proposed acquisition further advances VisionWave’s strategy of

building one of the industry’s most comprehensive AI-powered defense technology platforms by integrating autonomous systems, intelligent

surveillance, RF sensing, cybersecurity, counter-drone technologies, and physical security into a unified ecosystem designed to address

the evolving security challenges facing governments, military organizations and critical infrastructure operators worldwide.

Under the terms of the Term Sheet, VisionWave intends to acquire at

least 51% of D-Fence in exchange for VisionWave common stock, subject to the execution of a definitive Share Purchase Agreement, satisfactory

completion of legal, financial and technical due diligence, approval by VisionWave’s shareholders in accordance with applicable

Nasdaq listing rules, required regulatory approvals and customary closing conditions. VisionWave will also receive an option to acquire

the remaining 49% of D-Fence during the following two years. The initial acquisition contemplates an implied valuation of approximately

$5 million, with the remaining equity subject to an implied valuation of approximately $20 million. The stock consideration

will be subject to a post-closing price protection adjustment mechanism pursuant to which additional shares of VisionWave common stock

may be issued following the closing, and the D-Fence shareholders will receive customary registration rights, in each case as described

in the Company’s Current Report on Form 8-K relating to the Term Sheet.

Founded more than three decades ago, D-Fence has developed an extensive

portfolio of intelligent perimeter security technologies designed to detect, classify and respond to physical threats in real time. According

to D-Fence’s investor materials, the company’s technologies have been deployed in more than 100 critical infrastructure

projects spanning 12 countries across six continents, protecting airports, military installations, ports, border crossings, oil and

gas facilities, utilities and other high-security environments.

According to D-Fence, its integrated technology portfolio includes:

● AI-powered

perimeter intrusion detection systems capable of detecting cutting, climbing and vibration

while minimizing false alarms;

● Autonomous

mobile surveillance platforms providing real-time 360-degree AI video analytics;

● Counter-drone

detection, tracking and mitigation technologies;

● AI-powered

command-and-control software delivering centralized situational awareness;

● Intelligent

pressure and intrusion sensors designed for mission-critical environments; and

● Open-architecture

software that integrates seamlessly with existing CCTV, alarm and SCADA infrastructure without

requiring replacement of legacy systems.

According to D-Fence, its technologies have been deployed at numerous critical

infrastructure installations worldwide, including Ben Gurion International Airport, the Israel Defense Forces, Haifa Port, PEMEX facilities,

Laguna Verde Nuclear Power Plant, international airports, ports, border installations and other strategic infrastructure. The information

in this press release regarding D-Fence, including deployment, customer and market data, is based on information provided by D-Fence and

has not been independently verified by VisionWave, whose due diligence review of D-Fence is ongoing.

Douglas Davis, Executive Chairman of VisionWave, commented:

“VisionWave was founded on the vision of building one of the world’s

premier artificial intelligence defense technology companies. D-Fence represents an exceptional strategic addition to our expanding platform.

Their decades of operational experience, proven technologies, international customer relationships and successful deployments protecting

mission-critical infrastructure perfectly complement our existing portfolio of AI-powered defense solutions.”

Mr. Davis continued:

“By combining D-Fence’s intelligent perimeter security technologies

with VisionWave’s rapidly growing capabilities in artificial intelligence, autonomous systems, RF sensing, cyber intelligence and

counter-drone technologies, we believe we are creating an increasingly comprehensive security platform capable of addressing today’s

most complex defense and critical infrastructure challenges. This transaction reflects our continued commitment to expanding VisionWave

through disciplined strategic acquisitions that strengthen our long-term competitive position.”

Uriel Bin, Founder and Chief Executive Officer of D-Fence, stated:

“For more than thirty years, D-Fence has been dedicated to protecting

some of the world’s most sensitive facilities through continuous innovation in intelligent perimeter security. We believe VisionWave

provides an outstanding platform to accelerate our international growth while integrating our technologies into a broader AI-powered defense

ecosystem. Together, we believe we can deliver next-generation security solutions capable of protecting governments, military organizations

and critical infrastructure against increasingly sophisticated threats.”

The Company believes the proposed acquisition would strengthen VisionWave’s

ability to provide customers with integrated, multi-layered defense solutions by combining advanced physical security, autonomous surveillance,

artificial intelligence, counter-drone technologies and intelligent command-and-control capabilities into a unified operational platform.

According to D-Fence’s investor presentation, the global security

market is expected to exceed $180 billion by 2028, driven by increasing geopolitical instability, rising threats against critical

infrastructure and growing demand for AI-enabled physical security solutions capable of protecting both physical and digital assets.

The parties currently anticipate executing a definitive Share Purchase

Agreement on or before September 30, 2026, with closing expected during October 2026, subject to completion of due diligence,

approval by VisionWave’s shareholders in accordance with applicable Nasdaq listing rules, required regulatory approvals and customary

closing conditions.

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.

About D-Fence Electronic Fencing Systems Ltd.

D-Fence Electronic Fencing Systems Ltd. is an Israeli developer of intelligent

perimeter security systems with more than thirty years of experience protecting airports, military installations, ports, border crossings,

oil and gas facilities, utilities and critical infrastructure around the world. The company’s solutions combine artificial intelligence,

autonomous surveillance, perimeter intrusion detection, counter-drone technologies and integrated command-and-control software to provide

comprehensive security for mission-critical environments.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed acquisition of D-Fence Electronic

Fencing Systems Ltd., the anticipated execution of a definitive agreement, expected timing of the proposed transaction, anticipated benefits,

future growth opportunities, expected synergies, market opportunities and future operating performance. These forward-looking statements

are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially

from those expressed or implied, including, without limitation, risks relating to the completion of due diligence, the negotiation and

execution of definitive agreements, obtaining required shareholder and regulatory approvals, satisfaction of closing conditions, the risk

that the Term Sheet may be terminated or that a definitive agreement may not be executed, the possibility that the price protection adjustment

mechanism could require the issuance of additional shares of common stock and result in dilution to VisionWave’s stockholders, successful

integration of the acquired business, changes in market conditions and other risks described in VisionWave’s filings with the Securities

and Exchange Commission, including under “Risk Factors” in its most recent Annual Report on Form 10-K and in its subsequent

filings. VisionWave undertakes no obligation to update any forward-looking statements except as required by applicable law.

Contact: investors@vwav.inc

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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