VisionWave Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 17, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 17, 2026
VWAV$1.35+0.7%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibits | Filing Date |
| 2.1 | Merger Agreement and Plan of Reorganization by and among Bannix Acquisition Corp., VisionWave Holdings, Inc., BNIX Merger Sub, Inc. and BNIX VW Merger Sub, Inc. dated September 6, 2024 (included as Annex A to the proxy statement/prospectus) | Form S-4 | 333-284472 | 2.1 | April 18, 2025 |
| 2.2 | Asset Purchase Agreement dated as of January 5, 2026, by and between VisionWave Holdings, Inc. and Adrian Holdings S.R.L. | Form 8-K | 001-42741 | 2.1 | January 7, 2026 |
| 3.1 | Amended and Restated Certificate of Incorporation of VisionWave Holdings Inc. | Form 8-K | 001-42741 | 3.1 | July 14, 2025 |
| 3.2 | Bylaws of VisionWave Holdings Inc. | Form 8-K | 001-42741 | 3.2 | July 14, 2025 |
| 3.3 | Amended and Restated Bylaws of VisionWave Holdings, Inc. | Form 8-K | 001-42741 | 3.1 | December 10, 2025 |
| 4.1 | Form of Pre-Funded Common Stock Purchase Warrant issued to Bladeranger Ltd. | Form 8-K | 001-42741 | 4.1 | December 17, 2025 |
| 5.1 | Opinion of Fleming PLLC | Form S-1 | 333-289952 | 5.1 | August 29, 2025 |
| 10.1 | VisionWave Holdings Inc. 2024 Incentive Equity Plan | Form 8-K | 001-42741 | 10.1 | July 14, 2025 |
| 10.2 | Standby Equity Purchase Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd. | Form 8-K | 001-42741 | 10.1 | July 28, 2025 |
| 10.3 | Form of Convertible Promissory Notes issued to YA II PN, Ltd. | Form 8-K | 001-42741 | 10.2 | July 28, 2025 |
| 10.4 | Registration Rights Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd. | Form 8-K | 001-42741 | 10.3 | July 28, 2025 |
| 10.5 | Global Guaranty Agreement by VisionWave Technologies, Inc. in favor of YA II PN, LTD. dated July 25, 2025 | Form 8-K | 001-42741 | 10.4 | July 28, 2025 |
| 10.6 | 2025 Omnibus Equity Incentive Plan | Form 8-K | 001-42741 | 10.1 | August 6, 2025 |
| 10.7 | Employment Agreement, dated August 6, 2025, by and between the Company and Douglas Davis | Form 8-K | 001-42741 | 10.2 | August 6, 2025 |
| 10.8 | Employment Agreement, dated August 6, 2025, by and between the Company and Noam Kenig | Form 8-K | 001-42741 | 10.3 | August 6, 2025 |
| 10.9 | Employment Agreement, dated August 6, 2025, by and between the Company and Danny Rittman | Form 8-K | 001-42741 | 10.4 | August 6, 2025 |
| 10.10 | Form of Nonstatutory Stock Option Agreement, dated August 6, 2025 | Form 8-K | 001-42741 | 10.5 | August 6, 2025 |
| 10.11 | Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement | Form 8-K | 001-42741 | 10.6 | August 6, 2025 |
| 10.12 | Form of Mutual Agreement to Arbitrate | Form 8-K | 001-42741 | 10.7 | August 6, 2025 |
| 10.13 | Form of Securities Purchase Agreement dated July 15, 2025 | Form 10-Q | 001-42741 | 10.13 | August 19, 2025 |
| 10.14 | Form of Promissory Note dated July 15, 2025 | Form 10-Q | 001-42741 | 10.14 | August 19, 2025 |
| 10.15++ | Strategic Joint Venture Agreement, dated August 25, 2025, by and among VisionWave Holdings, Inc., AIPHEX LTD, GBT Tokenize Corp., and GBT Technologies, Inc. | Form 8-K | 001-42741 | 10.1 | August 26, 2025 |
| 10.16 | Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval - CRO | Form 8-K | 001-42741 | 10.1 | September 3, 2025 |
| 10.17 | Employment Agreement, dated September 2, 2025, by and between the Company and David Allon - COO | Form 8-K | 001-42741 | 10.2 | September 3, 2025 |
| 10.18 | Employment Agreement, dated September 2, 2025, by and between the Company and Jez Williman - Senior Systems Engineer – UGV | Form 8-K | 001-42741 | 10.3 | September 3, 2025 |
| 10.19 | Form of Nonstatutory Stock Option Agreement | Form 8-K | 001-42741 | 10.4 | September 3, 2025 |
| 10.20 | Memorandum of Understanding, dated September 2, 2025, by and between VisionWave Holdings, Inc. and VEDA Aeronautics Private Limited. | Form 8-K | 001-42741 | 10.1 | September 5, 2025 |
| 10.21 | Letter Agreement, dated September 11, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd. | Form 8-K | 001-42741 | 10.1 | September 12, 2025 |
| 10.22 | Convertible Promissory Note, dated September 11, 2025, issued by VisionWave Holdings, Inc. to YA II PN, Ltd. | Form 8-K | 001-42741 | 10.2 | September 12, 2025 |
| 10.23 | Form of Convertible Promissory Note to be issued by VisionWave Holdings, Inc. to YA II PN, Ltd. | Form 8-K | 001-42741 | 10.3 | September 12, 2025 |
| 10.24 | Form of Independent Director Engagement Agreement | Form 8-K | 001-42741 | 10.1 | September 12, 2025 |
| 10.25 | Form of Compensation Agreement between VisionWave Holdings, Inc. and former directors of Bannix Acquisition Corp. | Form 8-K | 001-42741 | 10.2 | September 12, 2025 |
| 10.26 | Consulting Agreement, dated September 26, 2025, by and between VisionWave Holdings, Inc. and Crypto Treasury Management Group, LLC. | Form 8-K | 001-42741 | 10.1 | September 30, 2025 |
| 10.27 | PVML Ltd. Order Form between VisionWave Holdings, Inc. and PVML Ltd., dated October 5, 2025 (effective October 9, 2025) | Form 8-K | 001-42741 | 10.1 | October 9, 2025 |
| 10.28 | Share Purchase Agreement, dated as of December 3, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd. | Form 8-K | 001-42741 | 10.1 | December 3, 2025 |
| 10.29 | Promissory Note dated December 26, 2025, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd. | Form 8-K | 001-42741 | 10.1 | December 30, 2025 |
| 10.30 | Amendment No. 1 to Share Purchase Agreement, dated as of December 15, 2025, by and among VisionWave Holdings, Inc., BladeRanger Ltd., and Solar Drone Ltd. | Form 8-K | 001-42741 | 10.1 | December 17, 2025 |
| 10.31 | Promissory Note dated January 5, 2026 issued to Adrian Holdings S.R.L. | Form 8-K | 001-42741 | 10.1 | January 7, 2026 |
| 10.32 | Employment Agreement dated January 2, 2026 by and between the Company and Erik Klinger | Form 8-K | 001-42741 | 10.2 | January 7, 2026 |
| 10.33 | Strategic Joint Venture Agreement, dated January 9, 2026, by and among VisionWave Holdings, Inc., BOCA JOM, LLC, GBT Tokenize Corp., and GBT Technologies, Inc. | Form 8-K | 001-42741 | 10.1 | January 12, 2026 |
| 10.34 | Amendment No. 1 to the Standby Equity Purchase Agreement, dated as of January 14, 2026, by and between VisionWave Holdings, Inc. and YA II PN, Ltd. | Form 8-K | 001-42741 | 10.1 | January 23, 2026 |
| 10.35 | Standby Equity Purchase Agreement, dated as of July 25, 2025, by and between VisionWave Holdings, Inc. and YA II PN, Ltd., as amended by Amendment No. 1 dated as of January 14, 2026 (redlined to show changes). | Form 8-K | 001-42741 | 10.1 | January 23, 2026 |
| 10.36 | Exchange Agreement, dated January 26, 2026, by and between VisionWave Holdings, Inc. and SaverOne 2014 Ltd. | Form 8-K | 001-42741 | 10.1 | January 26, 2026 |
| 10.37 | Promissory Note dated February 4, 2026, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd. | Form 8-K | 001-42741 | 10.1 | February 4, 2026 |
| 10.38 | Statement of Work between VisionWave Holdings, Inc. and q Speed Bitcoin LLC dated February 17, 2026 | Form 8-K | 001-42741 | 10.1 | February 17, 2026 |
| 14.1 | Code of Ethics of VisionWave Holdings Inc. | Form 8-K | 001-42741 | 14.1 | July 22, 2025 |
| 21.1 | List of Subsidiaries | Form S-1 | 333-289952 | 21.1 | August 29 2025 |
| 31.1* | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1*+ | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.2*+ | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97 | Compensation Recovery Policy of VisionWave Holdings Inc., effective May 29, 2025 | Form 8-K | 001-42741 | 99.3 | July 22, 2025 |
| 99.1 | Policy on Granting Equity Awards of VisionWave Holdings Inc., adopted July 16, 2025 | Form 8-K | 001-42741 | 99.1 | July 22, 2025 |
| 99.2 | Insider Trading Policy of VisionWave Holdings Inc., adopted July 16, 2025 | Form 8-K | 001-42741 | 99.2 | July 22, 2025 |
| 99.3 | Business Development Committee Charter of VisionWave Holdings Inc., adopted December 8, 2025 | Form 8-K | 001-42741 | 99.1 | December 10, 2025 |
| Exhibit Number | Description |
|---|---|
| 101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| * | Filed herewith. |
|---|---|
| + | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
++ Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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