{"url_path":"/sec/vwav/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000771-index.html","accession_number":"0001731122-26-000771","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000771-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":1586,"has_tables":true,"body_markdown":"**Item 5. Other Information**\n\n \n\nDuring the three and six months ended March 31, 2026, no director or officer\nof the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”\nas each term is defined in Item 408(a) of Regulation S-K.\n\n \n\nOn May 1, 2026, the Board approved the appointment of Atara Dzikowski as\nVice President of Mergers and Acquisitions. In connection therewith, the Company entered into an Employment Agreement dated May 1, 2026\nwith Ms. Dzikowski (the “Employment Agreement”). In addition, the Company and Ms. Dzikowski, a current member of the Board,\nentered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (the\n“Restrictive Covenant Agreement”) and the Mutual Agreement to Arbitrate (the “Arbitration Agreement”).\n\n \n\nMaterial terms of the Employment Agreement include an initial term of three\nyears commencing on April 1, 2026, with automatic one-year renewals absent thirty days’ prior written notice of non-renewal by either\nparty and an annual base salary of $240,000. On the effective date, subject to prior approval by the Board or the Compensation Committee\nand the terms of the Company’s 2025 Omnibus Equity Incentive Plan (or any successor plan), an award of 500,000 shares of common\nstock or restricted stock units, of which 150,000 shares vest immediately upon the grant date. The remaining 350,000 shares shall vest\nupon the earlier of: (i) time-based vesting of 100,000 shares on each of the first three (3) anniversaries of the effective date and the\nfinal 50,000 shares on the three and one-half (3.5) year anniversary of the effective Date, or (ii) performance-based vesting tied to\nconsolidated revenue milestones of the Company and its subsidiaries (as determined in accordance with U.S. generally accepted accounting\nprinciples (“GAAP”) and reported in the Company’s periodic reports filed with the Securities and Exchange Commission):\n100,000 shares upon achievement of $5,000,000 in cumulative Revenue; an additional 100,000 shares upon achievement of $10,000,000 cumulative\nRevenue; an additional 100,000 shares upon achievement of $15,000,000 cumulative Revenue; and the final 50,000 shares upon achievement\nof $17,500,000 cumulative Revenue. “Revenue” means the Company’s consolidated total revenue. Achievement of milestones\nshall be certified by the Board of Directors or Compensation Committee in its reasonable discretion.\n\n \n\n87\n\n \n\n \n\nFurther, Ms. Dzikowski will be eligible to participate in the Company’s\nstandard employee benefit plans made available to similarly situated executives, including medical, dental and vision insurance, short-\nand long-term disability benefits, life insurance and retirement plan participation, subject to the terms of such plans as they may be\namended from time to time. Upon termination for death, disability, for cause, resignation without good reason, or expiration of the term,\nMs. Dzikowski will be entitled to only accrued but unpaid base salary and, to the extent required by law, accrued unused paid time off.\nUpon termination without cause or for good reason, the accrued benefits plus a severance payment equal to the then-current base salary,\npayable within six months of termination, conditioned upon execution of a general release of claims in a form provided by the Company\nand continued compliance with post-termination obligations. Customary provisions requiring full-time devotion of efforts, exclusive employment,\nand compliance with Company rules and policies.\n\n \n\n*Changes to Board Committee Memberships*\n\n \n\nOn April 22, 2026, the Board accepted the resignation of Atara Dzikowski\nfrom the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee, effective upon the commencement of\nher employment as Vice President of Mergers and Acquisitions. Ms. Dzikowski will continue to serve as a non-independent member of the\nBoard of Directors.\n\n \n\nConcurrently, the Board appointed Judit Nagypal as a member of the Audit\nCommittee, Mansour Khatib as a member of the Compensation Committee, and Judit Nagypal as a member and Chair of the Nominating and Governance\nCommittee, with such appointments effective immediately upon Ms. Dzikowski’s resignation from the respective committees. The Board\nconfirmed that the committees, as reconstituted, continue to satisfy all applicable Nasdaq independence and composition requirements.\n\n \n\nOn May 8, 2026, the Company entered into Amendment No. 1 to the Employment\nAgreement dated September 2, 2025 with Jez Williman. The Amendment updates Mr. Williman’s title to Managing Director, UK and European\nOperations, increases his annual base salary to $200,000 effective May 1, 2026, and provides for additional performance-based stock option\ngrants (50,000 options upon the second UGV commercial invoice and 100,000 options upon cumulative $1 million in commercial invoices).\nThe Amendment was approved by the Board of Directors on May 6, 2026.\n\n \n\n*Appointment of Shayna Quinn*\n\n \n\nOn April 16, 2026, the Board appointed Shayna Quinn as a member of the\nBoard, effective immediately, to serve until the next annual meeting of stockholders and until her successor is duly elected and qualified,\nor until her earlier resignation or removal in accordance with the Company’s Bylaws and applicable law.\n\n \n\nMs. Quinn, age 33, brings more than nine years of executive leadership\nexperience in high-growth technology and transportation sectors, with expertise in mergers and acquisitions, integration planning, strategic\npartnerships, business development, market expansion, and operational scaling. Since February 2025, she has served as an M&A Integration\nConsultant at Windels Marx (Transportation Sector), leading post-deal integration efforts, stakeholder coordination, and regulatory compliance\nworkstreams. Previously, she was Director, Business Development & Head of Market Expansion & Integrations at Kaptyn (2020–2023),\nwhere she oversaw new market launches, acquisition due diligence, merger integration planning, and multi-regional team leadership. From\n2016 to 2019, she served as Director of Operations & Special Projects at Juno, directing global operations supporting over 48,000\nindependent contractors and managing regulatory partnerships with authorities such as the NYC Taxi & Limousine Commission. Ms. Quinn\nholds a B.A. in Nursing Science from Stevenson University (2014) and an M.S. in Public Health from Cornell University (2017).\n\n \n\nThe Board has determined that Ms. Quinn qualifies as an independent director\nunder Nasdaq Listing Rule 5605(a)(2) and applicable SEC rules.\n\n \n\n88\n\n \n\n \n\nIn connection with her appointment, the Company and Ms. Quinn entered into\nan Independent Director Engagement Agreement dated April 16, 2026 (the “Director Agreement”). Under the Director Agreement,\nMs. Quinn will receive: (i) an annual cash retainer of $36,000, payable quarterly in arrears; and (ii) an annual grant of $60,000 in shares\nof restricted stock under the Company’s 2024 Omnibus Equity Incentive Plan, granted on or about August 1 of each year and vesting\nin full after twelve (12) months of continuous service (subject to accelerated vesting upon a Change in Control or the director’s\ndeath or disability). The Director Agreement also provides for expense reimbursement in accordance with Company policy. The Director Agreement\nis consistent with the Company’s Director Compensation Policy.\n\n \n\n*xClibre Asset Acquisition*\n\n \n\nOn April 10, 2026, the Company entered into an Asset Purchase Agreement\n(the “Agreement”) with Dream America Marketing Services, Ltda., a Costa Rican company (the “Seller”).\n\n \n\nPursuant to the Agreement, the Company agreed to acquire from the Seller,\nand the Seller agreed to sell, transfer, convey and assign to the Company, all right, title and interest in and to certain intellectual\nproperty assets related to the technology known as xClibre (the “Assigned IP”), as more fully described in the Agreement.\n\n \n\nIn consideration for the Assigned IP, the Company agreed to pay the Seller\naggregate consideration consisting of (i) 7,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Purchase\nShares”), and (ii) a promissory note in the principal amount of $6,000,000 (the “Note”).\n\n \n\nAt closing, the Company has issued and delivered to the Seller 3,500,000\nPurchase Shares (the “Closing Shares”) and executed and delivered the Note.\n\n \n\nThe issuance of the remaining 3,500,000 shares of the Company’s common\nstock (the “Contingent Shares”) is subject to (i) satisfactory proof-of-concept results and (ii) Nasdaq Shareholder Approval\nunder Nasdaq Listing Rule 5635. The Company has agreed to use its commercially reasonable efforts to obtain such proof-of-concept approval\n(the “POC Approval”) as soon as practicable following the Closing, and in no event later than nine (9) months after the Closing\nDate. The Company has also agreed to use reasonable best efforts to obtain Nasdaq Shareholder Approval. If proof-of-concept approval is\nnot obtained within nine (9) months after the Closing Date, then (i) the Company shall promptly cause sixty percent (60%) of the equity\ninterests in xClibre Inc., a wholly-owned subsidiary of the Company to which the acquired intellectual property assets will have been\nassigned, to be transferred to the Seller (or its designee) free and clear of all encumbrances (other than restrictions under applicable\nsecurities laws), (ii) the Seller’s security interest in such equity interests shall be automatically released, and (iii) the Seller\nshall retain full ownership of the 3,500,000 shares of common stock previously issued at Closing and the Note, without any obligation\nto return, cancel, or forfeit the same. For the avoidance of doubt, in such event, no alternative consideration will be provided in lieu\nof the Contingent Shares.\n\n \n\nAn independent third-party valuation by BDO Consulting Group assessed the\nxClibre intellectual property at approximately $60 million as of April 10, 2026, based on certain assumptions regarding future development\nsuccess, market adoption, and discount rates. This valuation is not a guarantee of realizable value and is subject to significant risks,\nincluding potential impairment if development milestones are not met. The Company’s Board was provided also with a fairness opinion\nby BDO Consulting Group for the structure and the value of the transaction. The Company’s Board of Directors reviewed this valuation\nand determined that the transaction is fair to, and in the best interests of, the Company and its stockholders.\n\n \n\nThe Agreement contains customary representations, warranties, covenants\nand indemnification provisions for a transaction of this nature.\n\n \n\n89"}