Form 8-K VisionWave Holdings, For: May 21
UNITED
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SECURITIES AND EXCHANGE COMMISSION
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Item 8.01. Other Events.
On May 17, 2026, VisionWave Holdings, Inc. (the “Company”) entered into a Share Exchange and Swap Agreement (the “Agreement”) with T3 Defense Inc. (“DFNS”), a Nasdaq-listed company. Pursuant to the Agreement, the Company to issue and delivered to DFNS 475,492 newly issued shares of the Company’s common stock (the “VWAV Exchange Shares”). In exchange, DFNS to issue to the Company 6,000,000 newly issued shares of DFNS common stock. The VWAV Exchange Shares were issued at the Nasdaq closing price of the Company’s common stock on May 15, 2026 ($5.590 per share), for an aggregate value of approximately $2.658 million.
The VWAV Exchange Shares to be issued as “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and bear a customary restrictive legend. The Agreement contains customary representations, warranties and covenants, and the shares are subject to additional contractual restrictions on transfer and legend removal that require the prior written consent of both parties.
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: May 21, 2026
| VISIONWAVE HOLDINGS, INC. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Chief Executive Officer | |
ATTACHMENTS / EXHIBITS