VisionWave Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 – Entry into a Material Definitive Agreement
On February 5, 2026, VisionWave Holdings, Inc. (the “Company”) advanced principal in the amount of $500,000 to C.M. Composite Materials Ltd., an Israeli corporation (“CM”). In connection with the advance, CM delivered a Promissory Note to the Company (the “Note”). The Note has a 24-month maturity, with the outstanding principal due and payable on December 31, 2027, unless repaid earlier. The Note does not bear interest unless an event of default occurs, in which case interest accrues at a rate of 5% per annum, or the maximum rate permitted by applicable law, if lower. The Note may be prepaid at any time without premium or penalty. The proceeds of the Note were funded on February 4, 2026. The Note constitutes a binding and enforceable obligation of CM. The Note is a stand-alone financial obligation and is not contingent upon the completion of any acquisition, merger, or other strategic transaction.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibits 10.1, to this Current Report on Form 8-K and incorporated herein by reference. The cumulative notes that have been funded by the Company to CM is approximately $1,100,000. The funds used by the Company to fund the loan were provided by Stanley Hills, LLC pursuant to the Funding Support Agreement entered between the Company, VisionWave Technologies, Inc. and Stanley Hills, LLC dated March 31, 2025.
Item 8.01 Other Events
The Company has entered into a letter of intent, as amended, with CM regarding a potential strategic transaction. Any such transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the Company’s board of directors, receipt of a valuation and fairness opinion, and the satisfaction of other customary closing conditions. There can be no assurance that any such transaction will be consummated. The Note described herein remains fully enforceable regardless of whether any contemplated transaction is completed.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Promissory Note dated February 4, 2026, by and between VisionWave Holdings, Inc. and C.M. Composite Materials Ltd. |
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.
| Dated: February 6, 2026 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Douglas Davis | |
| Name: | Douglas Davis | |
| Title: | Interim CEO | |