{"url_path":"/sec/vwav/8-k/2026-06-25/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":430,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\n*Completion of the Stage 2 and Stage 3 Closings.*On June 22, 2026, the Company and SaverOne consummated the Stage 2 closing (the Milestone 1 Exchange) and the Stage 3 closing (the\nMilestone 2 Exchange) under the Exchange Agreement, following the achievement and certification of Milestone 1 and Milestone 2. At those\nclosings, SaverOne issued the Stage 2 SaverOne Shares and the Stage 3 SaverOne Shares and, in accordance with the Assignment Agreement\nand the related Delivery Direction, the Assigned Shares were issued and delivered directly to Adrian (or its designated custodian), with\nthe balance of such shares issued to the Company. In exchange, the Company issued to SaverOne the VisionWave Shares described in Item\n3.02 above. After giving effect to the foregoing, including the assignment of the Assigned Shares to Adrian, the Company beneficially\nowns approximately 41% of SaverOne’s issued and outstanding ordinary shares. The Company does not control SaverOne, will not consolidate\nSaverOne in the Company’s financial statements, and intends to account for its investment in SaverOne [under the equity method of\naccounting].\n\n \n\nOn June 22, 2026, in connection with the Assignment\nAgreement, the Company delivered to SaverOne and its transfer agent a Notice of Assignment and Irrevocable Delivery Direction directing\nthat the Assigned Shares allocable to each of the Stage 2 closing and the Stage 3 closing be issued and delivered directly to Adrian (or\nits designated custodian). A copy of the Notice of Assignment and Irrevocable Delivery Direction is filed as Exhibit 10.2 to this Current\nReport on Form 8-K and incorporated herein by reference.\n\n \n\n**Forward-Looking Statements.**\n\n \n\nThis Current Report on Form 8-K contains forward-looking\nstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act\nof 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements\nregarding the Company’s ownership interest in SaverOne, the Company’s expectations regarding the accounting treatment of,\nand the non-consolidation of, its investment in SaverOne, the reduction of the Adrian Note, the integration of the parties’ technologies,\nand the Company’s future business plans and results. These statements are based on the Company’s current expectations and\nare subject to risks and uncertainties, including those described in the Company’s filings with the Securities and Exchange Commission,\nincluding its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Actual results may differ materially\nfrom those expressed or implied. The Company undertakes no obligation to update any forward-looking statements except as required by law."}