VisionWave Holdings, Inc.

DEF 14A 1 e8024_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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VisionWave Holdings, Inc.

October 27, 2026

Dear Fellow Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of VisionWave Holdings, Inc. (“VisionWave” or the “Company”) to be held at 10:00 a.m., Eastern Time, on November 19, 2026. The Special Meeting will be held in a virtual-only format, via live webcast at https://www.cstproxy.com/vwav/sm2026. You will not be able to attend the Special Meeting in person.

At the Special Meeting you will be asked to consider and vote upon six proposals that the Board of Directors believes are essential to the Company’s capital structure, its continued listing on The Nasdaq Stock Market, and its ability to fund its operations and retain its people:

(1) an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 2,000,000,000;

(2) authority for the Board of Directors, in its discretion, to effect one or more reverse stock splits of our outstanding common stock at a ratio of up to 1-for-1,000 at any time on or before December 31, 2028;

(3) approval of our 2026 Employee Incentive Plan, which reserves 100,000,000 shares of common stock for awards;

(4) approval, for purposes of Nasdaq Listing Rules 5635(b) and 5635(d), of the issuance of shares of common stock to YA II PN, Ltd. under our existing financing arrangements with it, as amended, without the share limitation approved by stockholders in February 2026 and giving effect to a reduction of the conversion floor price under those instruments;

(5) approval, for purposes of Nasdaq Listing Rule 5635(d), of the potential issuance of shares of common stock, and of securities convertible into or exercisable for common stock, in one or more public offerings, including registered direct offerings, in an aggregate offering amount of up to $40,000,000, at prices that may be at a discount of up to 80% to the Nasdaq “Minimum Price” and with warrant terms that may include price resets, floor prices and zero cash exercise provisions; and

(6) the adjournment of the Special Meeting, if necessary, to solicit additional proxies.

Each of these proposals is described in detail in the accompanying Notice of Special Meeting of Stockholders and Proxy Statement, which we urge you to read carefully. Several of the proposals, if approved, will permit the issuance of a very large number of additional shares of common stock relative to the number of shares currently outstanding and could result in substantial dilution to existing stockholders. The Board of Directors has nonetheless concluded that each proposal is in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR” each of them.

We have fixed the close of business on October 19, 2026 as the record date for the Special Meeting. Only stockholders of record on that date are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement of it.

Your vote is important to us, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by Internet, by telephone or, if you received a paper copy of the proxy card, by signing, dating and returning the proxy card in the envelope provided. Voting by proxy will not prevent you from attending the virtual Special Meeting and voting your shares electronically during the meeting if you wish to do so.

Proxy materials are first being mailed to stockholders entitled to vote at the Special Meeting on or about October 27, 2026.

Thank you for your continued support of VisionWave.

Sincerely, /s/ Douglas Davis Douglas Davis Executive Chairman and Chief Executive Officer

VisionWave Holdings, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2026

To the Stockholders of VisionWave Holdings, Inc.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of VisionWave Holdings, Inc., a Delaware corporation (the “Company”), will be held on November 19, 2026, at 10:00 a.m., Eastern Time, in a virtual-only format via live webcast at https://www.cstproxy.com/vwav/sm2026, for the following purposes:

These items of business are described more fully in the proxy statement that accompanies this notice. The Board unanimously recommends that you vote “FOR” each of Proposals 1 through 6.

The Board has fixed the close of business on October 19, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. Only holders of record of Common Stock at the close of business on the Record Date are entitled to vote. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder, for any purpose germane to the meeting, for ten days prior to the Special Meeting at our principal executive offices during ordinary business hours, and electronically during the Special Meeting at the meeting website.

To attend, vote at and submit questions during the Special Meeting, you will need the control number included on your proxy card or voting instruction form. Online check-in will begin at 9:45 a.m., Eastern Time. Stockholders may also listen to the Special Meeting by telephone (listen-only) by dialing 1 (800) 450-7155 (toll-free within the United States and Canada) or +1 (857) 999-9155 (outside the United States and Canada) and entering conference ID 8458471#; stockholders participating by telephone will not be able to vote or submit questions and should vote in advance by proxy. If you hold your shares through a bank, broker or other nominee, you must follow the instructions provided by that organization in order to vote.

This Notice of Special Meeting, the accompanying proxy statement and the form of proxy card are first being mailed to stockholders on or about October 27, 2026.

Your vote is important. Whether or not you expect to attend the Special Meeting, please vote as promptly as possible by Internet, by telephone or by signing, dating and returning your proxy card so that your shares will be represented and voted.

By Order of the Board of Directors, /s/ Douglas Davis Douglas Davis Executive Chairman and Chief Executive Officer Wilmington, Delaware October 27, 2026

TABLE OF CONTENTS

(302) 305-4790

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 19, 2026