{"url_path":"/sec/vwav/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000886-index.html","accession_number":"0001731122-26-000886","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000886-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":568,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 22, 2026, VisionWave Holdings, Inc. (the “Company”)\nentered into an Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement (the “Assignment Agreement”)\nwith Adrian Holdings S.R.L. (“Adrian”).\n\n \n\n*Background.* The Company and SaverOne 2014 Ltd.\n(“SaverOne”) are parties to an Exchange Agreement, dated as of January 26, 2026 (the “Exchange Agreement”), pursuant\nto which SaverOne agreed to issue to the Company ordinary shares of SaverOne in three sequential stages in exchange for shares of the\nCompany’s common stock. The Stage 1 closing, the Stage 2 closing (the Milestone 1 Exchange), and the Stage 3 closing (the Milestone\n2 Exchange) under the Exchange Agreement have each been consummated, following the achievement and certification of the applicable milestones\nand the satisfaction of the conditions set forth in the Exchange Agreement. See Item 8.01 below. Separately, in connection with an Asset\nPurchase Agreement, dated as of January 5, 2026 (the “Adrian APA”), the Company issued and delivered to Adrian a promissory\nnote in the original principal amount of $10,000,000 (the “Adrian Note”).\n\n \n\n*Assignment of right to receive shares.* Pursuant\nto the Assignment Agreement, the Company assigned to Adrian, effective immediately prior to and conditioned upon each of the Stage 2 closing\nand the Stage 3 closing, all of the Company’s right, title, and interest in and to the right to receive 14,843,945,442 SaverOne\nordinary shares (the “Assigned Shares”), constituting a portion of the SaverOne ordinary shares otherwise issuable to the\nCompany at those closings under the Exchange Agreement (for rounding purposes SaverOne issued in actual 14,843,952,000 – as the\ndeposited shares must be divisible by 43,200, since it does not issue fractional ADSs). The Assignment Agreement provides that the Assigned\nShares are to be issued and delivered directly to Adrian (or a custodian designated by Adrian), such that the Assigned Shares are issued\nto, and title passes directly to, Adrian without resting in the Company, and that the Company acts solely as a conduit and at no time\nholds beneficial ownership of the Assigned Shares.\n\n \n\n*Consideration; partial reduction of the Adrian\nNote.* In consideration for the assignment, and effective upon the issuance of the Assigned Shares to Adrian at each applicable closing,\nthe outstanding principal amount of the Adrian Note will be reduced by an amount equal to 110% of the value of the Assigned Shares (the\n“Note Reduction Amount”). Based on the Assigned Share value set forth in the Assignment Agreement, the aggregate Note Reduction\nAmount is approximately $1.43 million, subject to adjustment as provided in the Assignment Agreement.\n\n \n\n*No change to SaverOne consideration.* The Assignment\nAgreement does not reduce, increase, or otherwise modify the aggregate number of SaverOne ordinary shares issuable, or the aggregate consideration\npayable to SaverOne, under the Exchange Agreement, and the Company remains solely obligated to issue and deliver to SaverOne the shares\nof the Company’s common stock constituting the consideration for the Stage 2 and Stage 3 SaverOne shares.\n\n \n\nThe foregoing description of the Assignment Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, a copy of\nwhich is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The related Notice of Assignment\nand Irrevocable Delivery Direction delivered by the Company to SaverOne is filed as Exhibit 10.2 and incorporated herein by reference."}