UNITED
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2025, the Board of Directors (the “Board”) of VisionWave Holdings, Inc. (the “Company”) approved Independent Director Agreements (each, an “Agreement”) with Eric Shuss, Chuck Hansen, and Haggai Ravid, pursuant to which each will serve as an independent director of the Company.
Under the terms of each Agreement, the independent director will receive:
| ● | An annual cash retainer of $36,000, payable quarterly, and $10,000 per annum for serving as the audit committee chair, $5,000 for compensation committee chair and the governance committee chair; |
| ● | Reimbursement for reasonable expenses incurred in connection with Board service; and |
| ● | An annual equity grant under the Company’s 2024 Omnibus Equity Incentive Plan (the “Plan”) with a grant date fair value of $60,000, consisting of restricted stock vesting in full after one year of service. |
As a result of the above, the Company will issue 5,245 shares of common stock to Messrs Shuss, Hansen and Ravid for their service in 2025. The Agreements also include standard provisions regarding indemnification, confidentiality, and compliance with applicable laws and Company policies. Each Agreement has an initial term of one year, subject to renewal upon mutual agreement or election at the annual stockholder meeting.
Further, as compensation for his service as a director prior to the Business Combination with Bannix Acquisition Corp. (“Bannix”), the Company entered into Compensation Agreements (each, a “Compensation Agreement”) with Mr. Shuss and two other former directors who served as an independent director on the Board of Directors of Bannix from October 2022 until July 2025. Pursuant to the Compensation Agreement, effective as of September 9, 2025, Mr. Shuss will receive a one-time lump sum compensation of $150,000, payable in cash, fully vested shares of the Company’s common stock issued under the Company’s Plan, or a combination thereof, at Mr. Shuss’ election. If shares are elected, the number of shares will be determined by dividing the elected portion by the closing price of the Company’s common stock on the NASDAQ Stock Market immediately prior to the effective date of the Compensation Agreement. Mr. Shuss has elected to receive 6,556 shares of common stock using a closing price of $11.44 as of September 8, 2025. The shares will be fully vested upon issuance but subject to resale restrictions under Rule 144 of the Securities Act of 1933, as amended. Payment or issuance will occur within 10 business days after the election (or default to cash if no election is made within 10 business days).
The foregoing description of the Agreements and the Compensation Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements attached hereto.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Independent Director Engagement Agreement |
| 10.2 | Form of Compensation Agreement between VisionWave Holdings, Inc. and former directors of Bannix Acquisition Corp. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: September 12, 2025 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Noam Kenig | |
| Name: | Noam Kenig | |
| Title: | Chief Executive Officer | |