{"url_path":"/sec/vwav/8-k/2026-06-25/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":279,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth in Item 8.01 below regarding\nthe consummation of the Stage 2 closing and the Stage 3 closing is incorporated into this Item 3.02 by reference. At the Stage 2 closing\nand the Stage 3 closing under the Exchange Agreement, on June 24, 2026 the Company issued and delivered to SaverOne, as the consideration\nfor the Stage 2 SaverOne Shares and the Stage 3 SaverOne Shares, an aggregate of 1,331,637 (which including issuance to SaverOne management\nper article 1.7 of the exchange agreement) shares of the Company’s common stock, par value $0.01 per share (the “VisionWave\nShares”), consisting of VisionWave Shares having an aggregate value of approximately $2,743,137 issued at the Stage 2 closing and\nVisionWave Shares having an aggregate value of approximately $1,513,726 issued at the Stage 3 closing, in each case with the number of\nshares determined based on the VWAV Average Price as provided in the Exchange Agreement (the sum of $100,000 based on $5.34 VWAP price\nwas set aside and was not deliver, pending SAverOne provide the management names that those cshare supposed to be allocated to). The VisionWave\nShares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended\n(the “Securities Act”), and/or Rule 506(b) of Regulation D thereunder, as a transaction by an issuer not involving any public\noffering, to an “accredited investor” that made customary investment representations. No underwriters were involved, and no\nunderwriting discounts or commissions were paid. The VisionWave Shares are “restricted securities” within the meaning of Rule\n144 under the Securities Act and bear a customary restrictive legend."}