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VisionWave Holdings, Inc.

NASDAQ:VWAV
Annual Meeting

of Shareholders

MEETING DATE

09/01/2026
DEF 14A FILED
07/23/2026
PUBLISHED
07/23/2026 12:00 pm
TIME TO PUBLISH
07/25/2026
METHODOLOGY
approve
EXCHANGE NASDAQ:VWAV · CUSIP 927950105 · CLASS common stock · CIK 0002038439

RECONCILED · MIXED

Reconciled against the company’s Form 8-K Item 5.07 filed 2026-06-15.

8
FOR
2
AGAINST
0
WITHHOLD
10
BALLOT ITEMS

ITEM-BY-ITEM RECOMMENDATIONS

1
To approve the Company’s 2026 Omnibus Equity Incentive Plan, including the reservation of 7,000,000 shares of the Company’s common stock for issuance thereunder
compensation
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states prior plan share reserves are insufficient for the Company’s anticipated needs.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
2
To elect the nine (9) director nominees named in this proxy statement to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors are duly elected and qualified
board
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Board nominated nine director nominees to serve until the next annual meeting.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
3
To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers
compensation
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing discloses pre-litigation disputes involving severance, unpaid compensation, notice-period pay and equity awards.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
4
To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026
auditor
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

The Audit Committee received RBSM LLP independence disclosures and discussed its independence.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
5
To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock splits of the Company’s outstanding common stock at a ratio of up to one-for-two hundred fifty (1-for-250), with the exact ratio and the timing of effectiveness to be determined by the Board of Directors in its discretion at any time on or prior to December 31, 2027
other
Elevated
Against
Board FOR · Duopoly unknown — ⚠ Divergence flagged

Filing states the reverse stock split could have an anti-takeover effect.

Divergence: 1 Review status: Approved. Publication ledger and 8-K reconciliation pending.
6
To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of up to 7,000,000 shares of the Company’s common stock to Adrian Holdings S.R.L. in connection with the QuantumSpeed asset acquisition
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Without approval, the Company must transfer 60% of QuantumSpeed Inc. to Adrian.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
7
To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of up to 3,500,000 shares of the Company’s common stock to Dream America Marketing Services, Ltda. in connection with the xClibre asset acquisition
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Without approval, the Company may be required to transfer a 60% interest in xClibre Inc.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
8
To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of an initial 1,872,659 shares of the Company’s common stock to SaverOne 2014 Ltd, and its management under the Exchange Agreement, and additional shares of common stock pursuant to the value protection mechanism described therein
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Approval permits the staged issuances under the Exchange Agreement without Nasdaq exchange-cap limits.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
9
To approve, for purposes of Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock to BladeRanger Ltd. and its designees under the Solar Drone Agreement in connection with the Company’s acquisition of Solar Drone Ltd., consisting of 1,500,000 shares issued as consideration and an indeterminate number of shares issuable upon exercise of related pre-funded warrants
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing seeks approval of all shares issued or issuable under the Solar Drone Agreement.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.
10
To approve for purposes of Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock to Foresight Autonomous Holdings Ltd. (“Foresight”) in connection with a Securities Exchange Agreement (the “Foresight Agreement”) with Foresight, pursuant to which the Company will acquire, in two stages, newly issued ordinary shares of Foresight representing 52% of Foresight’s issued and outstanding share capital in consideration of $17,500,000 in shares of the Company’s Common Stock issuable to Foresight as well as shares of Common Stock that may be issued in connection with a value protection mechanism, plus up to $3,000,000 in management equity grants under the Company’s equity incentive plan in total in accordance with the Foresight Agreement as reported on Form 8-K on June 4, 2026
other
Elevated
For
Board FOR · Duopoly unknown — No divergence flagged

Filing states BDO concluded the consideration was fair to VisionWave from a financial point of view.

Divergence: 0 Review status: Approved. Publication ledger and 8-K reconciliation pending.

Ledger

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