Investments

9 Months Ended

Jun. 30, 2026

Equity Method Investments and Joint Ventures [Abstract]

Investments

Note 6 — Investments

Equity Method Investments

SaverOne

On January 26, 2026, the Company entered into a definitive Exchange Agreement (the “Exchange Agreement”) with SaverOne 2014 Ltd., an Israeli company whose American Depositary Shares are listed on The Nasdaq Stock Market (“SaverOne”). The Exchange Agreement replaced and superseded the previously disclosed non-binding Letter of Intent dated December 31, 2025.

The Exchange Agreement provides for a three-stage equity exchange and strategic collaboration providing for the Company to acquire up to approximately 51% of SaverOne’s issued and outstanding ordinary shares on a fully diluted basis, subject to milestone achievement and applicable regulatory approvals. In exchange, the Exchange Agreement provides SaverOne with the ability to acquire VisionWave common stock with an aggregate economic value of up to $7 million, subject to staged issuance, price-based adjustments, and compliance with Nasdaq listing rules.

The transaction establishes SaverOne as the core operating platform for VisionWave’s radio-frequency (RF) defense and security technologies, supported by a non-exclusive, worldwide license to certain VisionWave RF intellectual property for defense and security applications.

Staged Exchange Structure

Stage 1:

SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave common stock valued at approximately $2.74 million.

Stage 2:

Upon achievement of the first operational integration milestone, SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne’s outstanding share capital (fully diluted), in exchange for VisionWave common stock valued at approximately $2.74 million.

Stage 3:

Upon achievement of a commercial or defense pilot milestone, SaverOne issues VisionWave ordinary shares representing 11.02% of SaverOne’s outstanding share capital (fully diluted) resulting in VisionWave owning approximately 51% of SaverOne in exchange for VisionWave common stock valued at approximately $1.51 million.

The number of VisionWave shares of common stock issued in each stage is determined based on a five-day VWAP immediately preceding the applicable closing.

Additional Provisions

The Exchange Agreement also includes, among other things:

● Board representation rights for VisionWave at SaverOne

● Registration rights for resale of VisionWave shares of common stock

● Use-of-proceeds covenants tied to RF platform development

● Value-protection mechanisms subject to Nasdaq compliance

● Mutual non-competition provisions within the defined field of use

The transaction remains subject to milestone certifications, regulatory approvals, and customary closing conditions.

At the close of stage 1 of the agreement, the Company issued 365,610 shares valued at $2,723,792 to SaverOne in exchange for 148,584 shares of SaverOne. At the close of stage 2 and 3 of the agreement, the Company issued 945,251 shares valued $4,206,367 to SaverOne in exchange for 728,060 shares of SaverOne. Pursuant to the June 22, 2026 Assignment Agreement with Adrian Holdings S.R.L., a Costa Rican company (“Adrian”), the Company issued notice of assignment and irrevocable delivery direction issued to SaverOne to transfer 343,610 of the 876,644 shares to Adrian for repayment on Note (See Note 14).

During the nine months ended June 30, 2026, the Company purchased an additional 181,055 shares of SaverOne costing $644,528. At June 30, 2026, the Company has an ownership interest of approximately 41.5% in SaverOne which represents 714,089 SaverOne shares.

At June 30, 2026, the Company determined that approximately 195,591 additional shares of the Company with fair value of $841,041 are issuable to SaverOne under the value protection mechanism. The shares were not issued at June 30, 2026.

SaverOne is accounted for as an equity method investment at June 30, 2026, pursuant to ASC 323 Investments—Equity Method and Joint Ventures. The investment in SaverOne of $6,430,524 is included in Equity method investments on the June 30, 2026 unaudited condensed consolidated balance sheet. As of June 30, 2026, the Company did not account for the share of profit or losses of SaverOne due to unavailability of relevant financial information. As of June 30, 2026, there were no indication of impairment on this investment.

In addition, the Company issued the corresponding 543,072 shares to management at the Stage 1-3 Closing pursuant to Schedule 1.7 of the January 26, 2026 Agreement, including the applicable portion of the $3 million pool (39.1877%). At June 30, 2026, the Company determined that approximately 83,825 additional shares of the Company with fair value of $360,448 are issuable to management under the value protection mechanism. The shares were not issued at June 30, 2026. The total fair value of the shares of $2,892,159, $360,448 shares payable under the value protection mechanism at issuance date and $100,000 in shares payable awaiting finalizing of administrative processes were included in stock-based compensation on the accompanying unaudited condensed consolidated statements of operations.

Joint Venture

On January 9, 2026, the Company entered into a Strategic Joint Venture Agreement (the “JV Agreement”) with BOCA JOM, LLC (“BOCA”), GBT Tokenize Corp. (“TOKENIZE”), and GBT Technologies, Inc. (“GBT”). The parties agreed to form a Nevada limited liability company (the “JV LLC”) to develop, commercialize, and manage designated electronic design automation (EDA), defense, and high-security technology projects.

Capital Contributions and Valuation To fund and resource the JV LLC, the parties agreed to specific capital and asset contributions. TOKENIZE will contribute its intellectual property portfolio along with 897,102 shares of the Company’s common stock for 22.04% ownership of the JV, and GBT will contribute 2,020,500 shares of the Company’s common stock for 2.264% ownership of the JV. BOCA will contribute the designated projects and provide non-exclusive licenses granting the JV LLC rights to use certain background intellectual property solely for the designated projects for 37.848% ownership of the JV. The Company will provide non-exclusive licenses granting the JV LLC rights to use certain background intellectual property solely for the designated projects for 37.848% ownership of the JV.

All contributions of the Company’s securities are subject to compliance with applicable securities laws and Nasdaq Listing Rules, including any requisite shareholder approval. To facilitate the negotiation of equity ownership percentages, the parties utilized an internal reference value of $1.0 billion. The Company explicitly notes that this internal value is not a statement of the JV LLC’s actual fair market value, was reached without an independent third-party valuation, and should not be relied upon as an indication of value for the JV LLC, its assets, or the Company’s interest therein.

Governance: The JV LLC will be governed by a three-member board, with specific governance and deadlock resolution mechanisms to be established in a separate operating agreement. TOKENIZE and GBT will not participate in the management or governance of the JV LLC. Additionally, the JV Agreement permits the Company to appoint a director to BOCA’s board; any reciprocal appointment of a BOCA designee to the Company’s board remains subject to approval by the Company’s independent directors, compliance with Nasdaq rules, and, if applicable, shareholder approval. The Company has appointed its CEO as the Managing Member of the JV.

Intellectual Property, Term, and Termination: Any intellectual property developed by the JV LLC (“Foreground IP”) will be wholly owned by the JV LLC, while each party retains ownership of its independently developed background IP. The JV Agreement has an initial term of seven years and contains customary termination rights, including if required regulatory approvals (e.g., CFIUS or export controls) are denied. Furthermore, if no designated project generates revenue within twelve months following the formation of the JV LLC, the JV Agreement may be terminated, and contributed consideration may be returned, subject to board-level fiduciary determinations.

The transaction was closed on April 1, 2026.

As of June 30, 2026, the JV LLC, a variable interest entity consolidated by the Company, held 2,917,602 shares of the Company's common stock. These shares were contributed to the JV LLC by GBT Tokenize Corp. and GBT Technologies, Inc. in connection with the JV LLC's formation and are presented as treasury stock within the Company's consolidated statement of stockholders' equity. These shares are excluded from the weighted-average shares used in the Company's computation of basic and diluted earnings per share.

No gain or loss is recognized in the Company's consolidated statements of operations from changes in the fair value of these shares, consistent with the Company's policy of not recognizing gains or losses on transactions or remeasurements involving its own equity securities.

These shares remain subject to transfer restrictions under the Strategic Joint Venture Agreement dated January 9, 2026 (the “JV Agreement”), pursuant to which they may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of without the prior written consent of the other party to the JV Agreement, subject to limited permitted-transfer exceptions. The JV Agreement does not specify a fixed expiration date for this restriction. 

VWave Boca JV, LLC is a VIE for which the Company has determined that it is the primary beneficiary as it has the power to direct significant activities and obligations to absorb losses or right to receive benefits and therefore consolidates the JV and records non-controlling interest.

The Company contributed access by license in its intellectual property with a carrying value of zero in exchange for its investment in VWave Boca JV, LLC. The Company’s shares of common stock contributed by the other members have been accounted for as treasury stock. The Company’s share of the income (loss) reported by the JV are consolidated in the accompanying condensed consolidated statements of operations. On April 1, 2026, the acquisition date, total treasury stock at cost was $16,513,627, non-controlling interest of other members was $10,263,550 and additional paid in capital related to the treasury stock was $6,250,078.

Investment in VWAV BOCA JV LLC — Restricted Shares and Contingent Termination

As of June 30, 2026, VWAV BOCA JV LLC (the “JV LLC”) held 2,917,602 shares of the Company's common stock, contributed by GBT Tokenize Corp. and GBT Technologies, Inc. (“Tokenize” and “GBT”) in connection with the JV LLC's formation. These shares may not be sold, assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of by the JV LLC without the prior written consent of the other party to the Strategic Joint Venture Agreement dated January 9, 2026 (the “JV Agreement”), subject to limited permitted-transfer exceptions. The JV Agreement does not specify a fixed expiration date for this restriction.

The JV Agreement further provides that if no Designated Project generates revenue prior to April 1, 2027, the JV Agreement may be terminated, in which case the consideration contributed by each party, including the shares described above, would be returned to its original contributor (Tokenize and GBT, in the case of these shares) without compensation. This termination right is exercisable only upon mutual written agreement of BOCA and the Company, or by the Company if its board of directors determines in good faith that continuation would violate its fiduciary duties to shareholders; it is not automatic. As of June 30, 2026, no designated project had generated revenue. If this termination right were exercised, the Company would derecognize its interest in the JV LLC and account for the effects of the JV's dissolution in the period of termination.

No gain or loss has been recognized by the Company related to changes in the fair value of the shares described above, as such shares represent the Company's own equity securities.

Other Investments

T3 Defense Inc. (“DFNS”) share swap

On May 17, 2026, the Company entered into a Share Exchange and Swap Agreement (the “Agreement”) with T3 Defense Inc. (“DFNS”), a Nasdaq-listed company. Pursuant to the Agreement, the Company agreed to issue and deliver to DFNS 475,492 newly issued shares of the Company’s common stock (the “VWAV Exchange Shares”). In exchange, DFNS to issue to the Company 6,000,000 newly issued shares of DFNS common stock. On May 8, 2026, the Company issued 475,590 shares to DFNS and received 6,000,000 shares of DFNS representing 9.96% ownership of DFNS. At June 30, 2026, fair value of the investment in DFNS of $1,026,000 is recorded in other investments on the unaudited condensed consolidated balance sheet. For the three and nine months ended June 30, 2026, a loss on the investment of $1,632,548 is included in change in fair value of other investments on the unaudited condensed consolidated statements of operations.