Commitment and Contingencies

9 Months Ended

Jun. 30, 2026

Commitments and Contingencies (Note 20)

Commitment and Contingencies

Note 20 — Commitment and Contingencies

Standby Equity Purchase Agreement

On July 25, 2025, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”) pursuant to which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

In connection with the SEPA, and subject to the condition set forth therein, Investor advanced to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $5 million (the “Pre-Paid Advance”) (See Note 18).

The Investor, in its sole discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to the Investor at the Conversion Price in consideration of an offset of the Convertible Notes (“Investor Advance”). The Investor, in its sole discretion, may select the amount of any Pre-Paid Advance, provided, that the number of shares issued does not cause the Investor to exceed the 4.99% ownership limitations does not exceed the Exchange Cap or the number of shares of common stock that are registered. As a result of a Pre-Paid Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Investor Advance. The Company will control the timing and amount of any sales of shares of common stock to the Investor, except with respect to the Pre-Paid Advances.

The SEPA will automatically terminate on the earliest to occur of (i) the 24-month anniversary of the date of the SEPA or (ii) the date on which the Investor shall have made payment of Advances pursuant to the SEPA for shares of common stock equal to $50,000,000. The Company has the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to the Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to the Investor pursuant to the Convertible Notes. The Company and the Investor may also agree to terminate the SEPA by mutual written consent. Neither the Company nor the Investor may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Investor other than by an instrument in writing signed by both parties.

As consideration for the Investor’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid the Investor, (i) a structuring fee in the amount of $30,000 and (ii) 200,000 shares of common stock as an equity fee. Further, the Company is required to pay Investor a commitment fee of $500,000 of which $250,000 shall be due and payable on the earlier of the effective date of the initial registration statement, or 60 days following the date hereof and the remaining $250,000 shall be due and payable on the date that is 90 days following the initial due date to be paid by the issuance of such number of common shares that is equal to the applicable portion of the commitment fee divided by the average of the daily VWAPs of the common shares during the three trading days immediately prior to the applicable due date. The total consideration of $1,350,000 is recorded as general and administrative expenses in the statement of operations for the year ended September 30, 2025 and is inclusive of fair value of $470,000 of the 200,000 shares issued and $350,000 consulting fees. At June 30, 2026 and September 30, 2025, $140,000 of the commitment fee is unpaid and included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets.

The SEPA fails the fixed-for-fixed equity classification test due to the Exchange Cap requiring shareholder approval, which constitutes a variable settlement contingency outside the issuer’s control. Therefore, equity classification under ASC 815-40 is precluded, and the SEPA must be accounted for as a liability (or derivative liability, as applicable). While the SEPA has an underlying (the issuer’s stock price) and a notional amount (the $50 million commitment), it does not meet the third characteristic of a derivative because it requires more than a nominal initial net investment (e.g., the $5 million Pre-Paid Advance in two tranches and related fees). Therefore, the SEPA does not meet the definition of a derivative under ASC 815-10-15-83. Accordingly, the SEPA should be recorded as nonderivative liability requiring ongoing fair value remeasurement. As of June 30, 2026 and September 30, 2025, based on management assumptions the SEPA liability was zero.

Amendment to SEPA

On January 19, 2026, the Company entered into an amendment to the Standby Equity Purchase Agreement, dated as of July 25, 2025 (the “SEPA Amendment No. 1”), by and between the Company and YA II PN, Ltd. (the “Investor”).

The Amendment amends the SEPA to, among other things:

(i) remove the Investor’s ability to deliver Investor Notices, which previously allowed the Investor to require the Company to issue and sell shares of Common Stock to the Investor in offset of amounts outstanding under the Promissory Notes;

(ii) modify the conditions under which an amortization event may occur, providing that no amortization event shall be deemed to have occurred due to a Registration Event ( prior to July 15, 2026 (the “Rule 144 Date”), and after the Rule 144 date, no such amortization event shall occur so long as the Company remains current on its filings with the Securities and Exchange Commission (the “SEC”) and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended, to resell shares of Common Stock issuable under the Promissory Notes;

(iii) cancel the Investor’s obligation to fund an additional $2,000,000 in principal amount to the Company as set forth in a letter agreement dated September 11, 2025, between the Company and the Investor (provided that subsequent fundings on the same or different terms may be mutually agreed by the parties in the future and documented in writing); and (iv) require the Company to use its best efforts to promptly respond to comments from the staff of the SEC regarding the Company’s initial Registration Statement on Form S-1 (File No. 333-289952) and seek effectiveness of such Registration Statement as soon as reasonably practicable.

During the three and nine months ended June 30, 2026, the Company issued 1,856,383 shares under the SEPA for total proceeds of $10,540,571 of which $9,560,270 was applied to the YA II PN Notes (See Note 14).

Contingent Commission Payable

On May 22, 2025, VisionWave Technologies executed an Addendum to an existing agreement, pursuant to which Raptor LLC was appointed as exclusive sales agent for 280,534 TFLM shares (See Note 22) and Raptor LLC will be entitled to a fixed fee of $50,000, payable from the gross proceeds of the share sale of the TFLM shares. As of June 30, 2026, no sale of the TFLM shares has occurred, and VisionWave Technologies has not granted the required power of attorney over its brokerage account to enable such sales. Accordingly, the commission obligation to Raptor LLC is considered contingent. TFLM is eligible for unsolicited quotes only and is traded on expert market, which make its sales improbable.

Litigation

From time to time, the Company may be subject to routine litigation, claims or disputes in the ordinary course of business. The Company defends itself vigorously in all such matters but cannot predict the outcome or effect of any potential litigation, claims or disputes.

Maxim Group LLC

On April 17, 2026, Maxim Group LLC filed a complaint against VisionWave Holdings, Inc. in the Supreme Court of the State of New York, County of New York, alleging breach of contract and seeking damages related to certain financing transactions completed by the Company in July 2025 and February 2026 pursuant to an engagement agreement dated April 9, 2025. Maxim alleges entitlement to placement fees and declaratory relief in connection with financings involving YA II PN, Ltd., a fund managed by Yorkville Advisors Global, LP. The action includes claims for alleged unpaid fees of approximately $1.33 million, declaratory relief concerning alleged tail rights and rights of first refusal, attorneys’ fees, interest, and other relief. The action was filed under an unassigned New York County index number as of the filing date. The Company believes the asserted claims are without merit and intends to defend the matter vigorously.

Also on April 17, 2026, the Company filed a separate action against Maxim Group LLC in the Supreme Court of the State of New York, County of New York, asserting claims for breach of contract, declaratory judgment, and unjust enrichment. The Company alleges, among other things, that Maxim did not identify or place relevant financing transactions, was not entitled to compensation under the parties’ agreement, and wrongfully invoiced the Company for fees related to the July 2025 and February 2026 financings. The Company seeks, among other relief, repayment of approximately $210,000 previously paid to Maxim, rescission of an additional invoice of approximately $1.4 million, declaratory relief regarding the parties’ rights under the agreement, damages, restitution, interest, and costs. The Company believes Maxim’s claims are without merit and intends to vigorously defend against them while aggressively pursuing its own claims. This action was also filed under an unassigned New York County index number as of the filing date. At this early stage of the proceedings, the Company is unable to reasonably estimate the ultimate outcome or potential loss, if any, associated with these matters.

Pre-litigation disputes with former employees

The Company is involved in certain pre-litigation disputes with former employees, former executives, and other individuals associated with the Company arising primarily from organizational changes implemented following the departure of the Company’s former Chief Executive Officer in late December 2025. Such matters include allegations relating to severance, unpaid compensation, notice-period pay, equity awards, and related contractual and employment matters. Certain individuals have asserted claims through counsel, and the parties have engaged in correspondence and preliminary settlement discussions.

The Company disputes the allegations and claims asserted in these matters and intends to vigorously defend its positions. As of the date of this Quarterly Report, no formal lawsuits, arbitrations, or other legal proceedings have been filed with respect to these matters. Due to the early stage of these disputes, the absence of formal proceedings, and the inherent uncertainty surrounding such matters, the Company is unable to reasonably estimate the possible loss or range of loss, if any, that may result from these matters. Accordingly, no liability has been accrued in the accompanying condensed consolidated financial statements.

Except as described above, the Company is not a party to any other pending legal proceedings that management believes, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, or results of operations.

AI Infrastructure Agreement 

On October 5, 2025, the Company entered into an Order Form (the “PVML Agreement”) with PVML Ltd., a Tel Aviv–based provider of secure data-AI infrastructure. The Agreement establishes a strategic collaboration to integrate PVML’s secure, real-time data-AI infrastructure with the Company’s radar and AI-driven computer-vision technologies to enable secure, autonomous mission-data systems for defense and homeland-security applications.

The terms of the PVML Agreement include:

● The initial term is twelve (12) months, automatically renewable for successive one-year periods unless either party gives 60-days’ prior notice of non-renewal.

● The Company will pay total consideration of $600,000, consisting of (i) a cash component of $250,000 payable upon execution and (ii) an equity component valued at $350,000, to be settled through the issuance of 35,000 shares of the Company’s common stock valued at $10.00 per share.

● The PVML Agreement provides for a yearly platform fee covering 2.4 million PVML Units (“PUs”) of data-processing capacity, with usage fees for consumption beyond that level.

● Each party retains ownership of its respective intellectual property, and the Company will own all outputs and derivatives generated through its use of the PVML platform.

The Company paid $250,000 under this agreement. As of June 30, 2026, the Company has not issued shares for the equity component and the total value of $350,000 is included in stock-based compensation liability on the unaudited condensed consolidated balance sheets. Subsequent to quarter-end, the parties continue to discuss the timing and scope of the pilot phase of the arrangement. The Company will issue the shares or otherwise resolve the equity consideration in accordance with the agreement or any future written amendment between the parties. The project is currently on hold pending mutual agreement by both parties to conclude cancellation or continuation.

Letter of Engagement with the National Oil Company of Liberia 

On March 18, 2026, the Company entered into a Letter of Engagement (the “LOE”) with the National Oil Company of Liberia (“NOCAL”). The LOE relates to offshore petroleum Blocks LB-4 and LB-5 located in the Liberia Basin and establishes a framework for the Company to advance toward the execution of a Production Sharing Contract (“PSC”) with the Government of Liberia. The execution of a PSC is subject to pre-qualification by the Liberia Petroleum Regulatory Authority, regulatory approvals, and legislative ratification.

Under the LOE, the Company has been granted exclusive, non-transferable rights to pursue the Blocks for an eight-month period from the date of execution, during which NOCAL is prohibited from negotiating or granting rights in the Blocks to third parties. While the LOE does not constitute a final award of petroleum rights, it contains binding provisions including confidentiality, exclusivity, and specified financial obligations.

In connection with the LOE, the Company is subject to the following near-term and contingent financial obligations:

● Initial Signing Bonus: The Company is required to pay a binding initial signing bonus of $300,000 per block (totaling $600,000) within 60 days of the execution of the LOE. This amount is fully refundable without interest if the Blocks are not awarded to the Company for reasons not attributable to its own actions

● Data Licensing (Contingent): Following the execution of a PSC, the Company would be required to license seismic data for a minimum of $1,000,000 per block within 120 days

● PSC Signature Bonus (Contingent): Upon execution and legislative ratification of a PSC, the Company would be obligated to pay a signature bonus of $1,000,000 per block within 90 days

The contemplated PSC would include a multi-phase exploration program spanning approximately seven years. It also contemplates certain carried and participating interests, including a 10% carried interest to NOCAL, a 10% carried interest to the Government of Liberia, a 5% carried interest to citizens, and up to 5% participation by a local Liberian company.

During the nine months ended June 30, 2026, the Company paid the initial sign on bonus of $600,000 and is included in deposits on the unaudited condensed consolidated balance sheets. The Company notes that there is no assurance a PSC will be executed or that the Company will ultimately be awarded the Blocks. The initiative is exploratory in nature and involves significant geopolitical, regulatory, and operational risks.

Bitcoin mining acceleration and orchestration platform 

On February 17, 2026, the Company entered into a Statement of Work (the “SOW”) with a third-party vendor for the development, validation, and deployment of a custom qSpeed-Mine™ Bitcoin mining acceleration and orchestration platform. The SOW has a total contract value of $10 million and represents a commitment for custom software and systems development to enhance the Company’s Bitcoin mining operations. At June 30, 2026, the $350,000 payment upon execution was recorded as deferred revenue on the accompanying unaudited consolidated balance sheets.

Scope and Structure

The SOW provides for the design, validation, and deployment of a production-grade software acceleration layer, fleet orchestration/control plane, observability tools, security hardening, and deployment engineering optimized for Bitcoin (SHA-256d) mining across up to approximately 1,000 nodes/machines. The engagement is structured with objective technical milestones and acceptance criteria, and payments are contingent upon successful delivery and acceptance of each milestone. The expected program duration is approximately 32 weeks.

Payment Milestones

The SOW provides for the following milestone-based payment structure:

●$350,000 was paid upon execution of the SOW;

●Approximately $1 million is payable through completion and acceptance of the proof-of-concept (“POC”) milestone;

●Approximately $6 million is payable upon completion and acceptance of successive intermediate milestones, including scaled deployment and operational validation; and

●Approximately $3 million is payable upon final delivery and full program acceptance.

If milestone execution proceeds as planned, the SOW is structured to generate not less than the full $10 million in revenue during calendar year 2026, subject to milestone completion and acceptance of which there is no guarantee. Revenue is expected to be recognized in accordance with applicable accounting standards based on milestone achievement and acceptance.

Additional Terms

All deliverables under the SOW are owned by the Company, reinforcing the Company’s proprietary rights in the QuantumSpeed™ platform. The SOW does not obligate the counterparty to continue beyond accepted milestones and does not include minimum purchase or volume commitments beyond the defined milestone structure.

The Company does not intend to pursue this transaction and no formal cancellation has been made to date.

C.M. Composite Materials Ltd Investment and Share Purchase Agreement 

On February 20, 2026 (the “Effective Date”), the Company entered into two related definitive agreements in connection with a strategic investment and acquisition transaction involving C.M. Composite Materials Ltd., an Israeli corporation with registration number 513931289 (the “Target Company”): (i) an Investment and Share Purchase Agreement (the “Share Purchase Agreement”), dated as of February 20, 2026, by and among the Company (as Buyer), Matania (Mati) Moskovich (as Seller), and the Target Company (solely for purposes of acknowledgment and certain covenants); and (ii) a Loan Agreement (the “Loan Agreement”), dated as of February 20, 2026, by and between the Company (as Lender) and the Target Company (as Borrower).

Pursuant to the Share Purchase Agreement, the Company agreed to acquire from the Seller 10.2 ordinary shares of the Target Company (the “Purchased Shares”), representing 51% of the issued and outstanding ordinary shares of the Target Company (which has 20 outstanding ordinary shares out of 30,000 authorized ordinary shares, par value 0.1 NIS per share). In consideration therefore, the Company agreed to issue to the Seller 250,000 shares of the Company’s common stock, $0.01 par value per share (the “Buyer Shares”), valued at $2,500,000 based on the parties’ agreement.

The transaction is structured as a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Seller was granted certain registration rights with respect to the Buyer Shares. The Company has also agreed to provide loans to the Target Company as additional consideration under the Share Purchase Agreement. The Loan Agreement provides for a secured loan facility in an aggregate principal amount of up to $5,500,000 (the “Commitment”). The Company is obligated to make an initial advance of up to $1,500,000 within ten (10) Business Days following the Effective Date (subject to satisfaction of conditions precedent), to be used for general working capital purposes consistent with the Target Company’s ordinary course of business. Subsequent advances of the remaining up to $3,500,000 may be made in one or more tranches upon mutual written agreement of the parties, solely for working capital or the establishment and operation of a new facility outside Israel, with each tranche subject to the Company’s reasonable approval and minimum amounts (generally not less than $250,000 unless otherwise agreed). Proceeds of subsequent advances are to be used exclusively to operate, develop, certify, market, and commercialize the Target Company’s technologies and products in global markets, including the United States. This Loan Agreement expands upon the Company’s prior financial support to the Target Company including previous advances.

The advances were made pursuant to a promissory note with a 24-month maturity, bearing no interest unless an event of default occurs (then at 5% per annum or the lower legal maximum), prepayable without penalty, and not contingent on any acquisition or strategic transaction.

Any loan pursuant to the Loan Agreement will bear simple interest at 12% per annum (or such lower rate as mutually agreed in writing, but not exceeding prevailing market rates for similar loans as determined in good faith by the Company), calculated on a 360-day year basis for actual days elapsed. The loan will mature three (3) years after the Effective Date. The obligations under the Loan Agreement are secured by a first-priority security interest in substantially all assets of the Target Company (including accounts, inventory, equipment, general intangibles, intellectual property, and proceeds thereof). The Loan Agreement is evidenced by a promissory note.

On February 26, 2026, the Company entered into the First Amendment (the “Amendment”) to the Investment and Share Purchase Agreement, dated as of February 20, 2026 (the “SPA”), by and among the Company (“Buyer”), Matania (Mati) Moskovich (the “Seller”), and, solely for purposes of acknowledgment and certain covenants therein, C.M. Composite Materials Ltd., an Israeli limited liability company (the “CM Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the SPA. The Amendment adds a new recital to the SPA emphasizing that the sole purpose of the Company entering into the SPA is to facilitate and enable the establishment of a joint venture in India between the CM Company (and/or FBM) and Belrise Industries Limited (or its affiliate) as contemplated by that certain Memorandum of Understanding dated February 16, 2026 (the “Belrise MOU”), and that the execution and performance of definitive agreements with Belrise Industries Limited (the “Belrise JV Agreements”) is a critical and indispensable component of the overall transaction.

The Amendment provides that the Company’s obligation to consummate the purchase of the Purchased Shares and the other transactions contemplated by the SPA is expressly conditioned upon the satisfaction (or waiver by the Company in its sole and absolute discretion) of the following condition precedent (the “Belrise Condition”): (a) the CM Company and FBM Composite Materials Ltd. shall have duly executed and delivered the Belrise JV Agreements substantially in the form and on the terms contemplated by the Belrise MOU; and (b) the Belrise JV Agreements shall be in full force and effect and shall not have been terminated, amended, or modified in any respect materially adverse to the CM Company or the Company without the prior written consent of the Company.

The Seller acknowledges that the Belrise Condition is material, and failure to satisfy it entitles the Company to terminate the SPA without liability. The Amendment amends and restates Section 2.3 of the SPA to provide that the Closing shall take place remotely no later than June 30, 2026 (or such later date as mutually agreed), provided that in no event shall the Closing occur unless and until the Belrise Condition has been satisfied (or waived by the Company). The Amendment also permits termination by the Company if the Belrise Condition has not been satisfied (or waived by the Company) on or before March 31, 2026 (the “Belrise Long-Stop Date”), provided that the Company may not terminate if it is then in material breach of its obligations under the SPA. Except as expressly amended by the Amendment, the SPA remains in full force and effect.

At June 30, 2026, the transaction had not been consummated.

Acquisition of VisionWave IL, Ltd.

On March 18, 2026, the Company acquired 100% of the issued and outstanding shares of VisionWave IL Ltd., an Israeli private shell limited company (“VisionWave Israel”), for nominal consideration.

Further, on March 18, 2026, VisionWave Israel appointed Khdoura Sabbagh as Chief Executive Officer and its sole director and entered into an Employment Agreement with Mr. Sabbagh, pursuant to which Mr. Sabbagh was appointed Chief Executive Officer of VisionWave Israel. Under the Employment Agreement, Mr. Sabbagh will receive an annual base salary of $150,000 and is eligible to receive options to purchase 2,000,000 shares of the Company’s common stock, subject to vesting and the terms of the Company’s equity incentive plan. The agreement contains customary terms regarding duties, confidentiality, intellectual property, and termination.

On March 18, 2026, VisionWave Israel also entered into a Consulting Agreement with CO-Finance Financial and Accounting Consulting Ltd., a company controlled by Oren Attiya, pursuant to which Mr. Attiya will provide financial and accounting services to VisionWave Israel. Under the Consulting Agreement, the consultant will receive monthly compensation of NIS 12,000 plus VAT. The agreement is structured as an independent contractor arrangement and includes customary terms and conditions.

At June 30, 2026, the options were not granted under the employment agreement.

Advance to supplier and customer deposit

In January 2025, the Company entered into a product purchase agreement and paid $98,250 advance payment to the vendor. The product was delivered and tested by the vendor on March 13, 2025 was shipped to the client. The client, pursuant to the December 2024 product purchase agreement requested a 50% deposit totaling $108,006 in 2025. The client received the product and live fire tests were performed on September 15, 2025.

During the nine months ended June 30, 2026, the client and the Company mutually agreed to terminate the contract. The Company will repay the deposit to the client and the company is expected to receive a refund from the vendor. The deposit was refunded in July 2026. At June 30, 2026 and September 30, 2025, the advance to the vendor is recorded as advances to suppliers on the accompanying unaudited condensed consolidated balance sheets. At June 30, 2026 and September 30, 2025, the deposit of $108,006 is recorded as customer deposit on the accompanying unaudited condensed consolidated balance sheets.

Ian Share Purchase Agreement

On May 12, 2026, VisionWave Israel Ltd. (“VW Israel”), a wholly owned subsidiary of the Company, entered into a definitive Share Purchase and Shareholders Agreement (the “Agreement”) with Mr. Ian Paklida (the “Seller”), pursuant to which VW Israel agreed to acquire 60% of the issued and outstanding equity interests of VIP Lux Travel Ltd. and PKLST Tourism and Leisure Ltd., both Israeli corporations (collectively, the “Target Companies”).

The Agreement is definitive; however, the transaction has not yet closed.

Under the terms of the Agreement, the consideration for the acquisition of the Target Companies will be the issuance of shares of common stock of the Company, subject to the satisfaction of various conditions precedent and regulatory approvals.

The Agreement contemplates an aggregate transaction value of up to approximately 15 million NIS, payable in the Company shares valued at approximately USD $3 million. The number of shares to be issued will be 513,752 shares of common stock of the Company representing $6.02 cost per share.

The Agreement includes customary representations, warranties, covenants, indemnification provisions, confidentiality obligations, lock-up restrictions, and closing conditions. Closing remains subject to, among other things:

● completion of legal, financial, and operational due diligence;

● receipt of all required corporate and regulatory approvals;

● applicable tax rulings and/or approvals in Israel;

● execution and delivery of final ancillary closing documents; and

● satisfaction or waiver of other customary closing conditions.

Until the closing occurs, there can be no assurance that the acquisition will be consummated on the terms currently contemplated, or at all.

The Company intends to evaluate strategic opportunities relating to the Target Companies’ operations and potential integration into VisionWave’s broader international business activities.

During the three months ended June 30, 2026, the Company advanced 500,000 million NIS (approximately $167,000) to the Target Companies. On July 31, 2026 VIP Lux Travel Ltd filed for bankruptcy. VisionWave Israel filed its objection to the procedure on August 6, 2026 and claimed fraud by VIP Lux Travel Ltd and its manager including using a forged document.

Latin American Government Purchase Order

On April 2, 2026, the Company announced the receipt of a signed purchase order from a Latin American governmental public safety organization. The order provides for the supply of drone-based operational systems and integrated payload technologies, including long-range observation quadrotor platforms, day/night EO/IR imaging payloads, and network-based connectivity modules. The systems are intended to support defense, public safety, and law enforcement missions.

The purchase order contemplates a multi-phase deployment structure, with initial deliveries expected to commence in 2026. The completion of the order and subsequent deployment phases are subject to standard commercial terms and customary conditions, including delivery milestones, quantity confirmations, performance, and acceptance. The Company has noted that there can be no assurance that the full scope of the purchase order will be completed or that all anticipated revenues from the order will be realized.

At June 30, 2026, no delivery was made under this purchase order, waiting on end user letter from the client.

Lucky Whale Production Limited

On June 12, 2026, the Company entered into a term sheet (the “Term Sheet”) with Lucky Whale Production Limited, a Hong Kong-incorporated project sponsor (the “Sponsor”), setting out the principal proposed terms for the establishment of a joint venture to develop, hold and operate a proposed Tier IV data center project located in Beth Shemesh, Israel (the “Project”).

Under the proposed structure described in the Term Sheet, the Company and the Sponsor would form a jointly held company (the “Joint Company”), which would be owned 68% by the Company and 32% by the Sponsor. The Joint Company would in turn hold 75% of a special purpose project company that would hold the land, building permit and related rights for the Project, with the remaining 25% retained by the current land owner. As a result of this ownership chain, the Company’s effective indirect interest in the Project would be approximately 51%. The precise structure, including the manner of transfer of rights and applicable tax matters, would be determined in the definitive agreements.

As consideration for the acquisition of the Project rights, the Term Sheet contemplates that the Company would issue shares of its common stock with an aggregate value of approximately US$40 million to the land owner, on an all-share basis with no cash component. The number of shares would be determined by reference to a volume-weighted average price of the Company’s common stock over an agreed period near closing. Any such issuance would be subject to all required approvals, including, to the extent required under the rules of The Nasdaq Stock Market, approval by the Company’s stockholders, and the shares would be subject to lock-up and orderly resale arrangements and customary registration rights. The issuance of the consideration shares, together with the Company’s other recent and pending equity issuances, would be dilutive to existing stockholders.

The Term Sheet further contemplates that the Company would commit, in the definitive agreements, to arrange the financing required to construct and establish the Project. The Project would require substantial additional capital, which the Company expects would be sourced through capital-markets activities and/or project-finance facilities. There can be no assurance that such financing would be available to the Company on acceptable terms, or at all.

The Term Sheet also addresses other proposed terms customary for a transaction of this type, including management and governance arrangements (under which the Sponsor would manage the Project and appoint its chief executive officer, subject to reserved matters requiring the Company’s consent and a deadlock-resolution mechanism), a put option in favor of the land owner exercisable for a limited period following completion of construction, mutual exclusivity, and confidentiality. The completion of the proposed transaction would be subject to conditions precedent, including the completion of due diligence, the execution of definitive agreements, the receipt of required corporate, stockholder, SEC and Nasdaq approvals, the receipt of a fairness opinion if required, and the receipt of applicable regulatory, licensing and third-party consents.

On July 24, 2026, the Company determined that continuing to pursue the proposed transaction would not be in the best interests of the Company or its shareholders. Accordingly, the Company has notified Lucky Whale Production Limited that it has elected not to proceed with the transaction contemplated by the previously announced term sheet and does not intend to negotiate or execute definitive agreements relating to the proposed project.

Meteor Aerospace Ltd

On June 29, 2026, the Company entered into a binding Acquisition Agreement (the “Meteor Agreement”) with Meteor Aerospace Ltd. (“Meteor”), an Israeli aerospace and defense company pursuant to which the Company agreed to acquire fifty-one percent (51%) of the issued and outstanding share capital of Meteor, subject to the satisfaction of specified closing conditions.

Meteor is engaged in the development, manufacturing and commercialization of aerospace and defense technologies, including unmanned aerial systems, unmanned ground systems, unmanned surface vessels, loitering munition systems, electronic warfare technologies, command, control, communications, cyber and battlefield management systems, and related intellectual property.

The Agreement values Meteor at a pre-money equity valuation of $40 million.

Subject to the satisfaction of all closing conditions, VisionWave will acquire 51% of the issued and outstanding equity interests of Meteor for aggregate consideration having a value of approximately $20.4 million, consisting of:

● approximately $6.0 million of unrestricted shares of VisionWave common stock; and

● approximately $14.4 million of restricted shares of VisionWave common stock, subject to a contractual lock-up period of six months following closing.

The number of shares to be issued will be determined based upon the volume weighted average price (“VWAP”) of VisionWave common stock during the five trading days immediately preceding the closing date.

The closing of the transaction is expressly conditioned upon, among other things:

● successful completion of a live flight validation of Meteor’s Impact-700 unmanned aerial system;

● VisionWave’s satisfactory completion of legal, financial, operational, technical, aerospace, cybersecurity, export control, intellectual property and commercial due diligence;

● satisfaction or waiver of other customary closing conditions.

The Agreement provides that the flight validation is intended to verify the operational integrity, engineering functionality and basic flight capability of the Meteor Impact-700 platform and is not intended to demonstrate maximum performance specifications, commercial readiness or full operational capabilities.

Upon closing, VisionWave will obtain a controlling interest in Meteor and will have the right to appoint three of the five directors serving on Meteor’s Board of Directors, designate the Chairman of the Board and approve major corporate actions. All directors are required to be Israeli citizens.

The Agreement further provides for:

● a thirty-day exclusivity period during which Meteor and its shareholders may not solicit or negotiate alternative acquisition or financing transactions, subject to limited exceptions;

● customary confidentiality obligations;

● representations and warranties regarding ownership, intellectual property, regulatory compliance and accuracy of information;

● binding arbitration in Israel for dispute resolution; and

● the continued involvement of Meteor founder Itzhak Nissan, former President and Chief Executive Officer of Israel Aerospace Industries Ltd., who is expected to enter into an executive employment and/or consulting agreement at closing and serve as Chief Technology Director of Meteor for a minimum period of three years following closing.

The Agreement contemplates that the acquisition will include Meteor’s existing and future products, technologies, software, intellectual property, research and development activities, engineering developments, manufacturing capabilities and related business assets, including, among others:

● Impact-700 tactical unmanned aerial vehicle;

● Impact-1400 strategic MALE unmanned aerial vehicle;

● Rambow unmanned ground vehicle;

● Orca unmanned surface vessel;

● MERLOW loitering munition system;

● electronic warfare and SIGINT technologies;

● command, control, communications, cyber and battlefield management systems; and

● related aerospace and defense technologies.

The Company expects to utilize the acquired technologies to expand its autonomous systems, defense technologies and integrated security solutions portfolio.

At June 30, 2026, the transaction was not closed. In July 2026, the company announced that it will no longer pursue this transaction.

Foresight Autonomous Holdings Ltd

On June 2, 2026, the Company entered into a Securities Exchange Agreement (the “Foresight Agreement”) with Foresight Autonomous Holdings Ltd. (“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 as of the Stage 1 Closing (the “Stage 1 Closing Date”). With this proposed transaction, it is the goal of the Company to establish Foresight as the core operating platform for the Company’s RF-focused perception systems and related defense, homeland security and autonomous technology initiatives.

Summary of Key Terms

●Stage 1 Closing (expected within 45–60 days of the Effective Date): Foresight will issue to the Company newly issued ordinary shares, no par value per share (“Ordinary Shares”), representing 46% of Foresight’s issued and outstanding share capital as of the Stage 1 Closing Date (post-issuance, including 1% finder’s fee allocation). In exchange, the Company will issue to Foresight shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”) with an aggregate value of $15,480,769 (88.4615% of $17.5 million total), calculated based on the volume-weighted average price of the Company’s Common Stock over the five consecutive trading days immediately preceding the Stage 1 Closing Date (the “VWAV Average Price”).

●Stage 2 Closing (conditional upon achievement of a defined milestone): Foresight will issue an additional 6% of its share capital, and the Company will issue additional shares of its Common Stock valued at approximately $2,019,231 (11.5385% of $17.5 million). The milestone is the commencement of a binding pilot project utilizing the integrated perception platform (the “Perception Platform”) in the commercial, defense, or security sector (the “Milestone”).

●Total Consideration: $17,500,000 in shares of the Company’s Common Stock issuable to Foresight, plus up to $3,000,000 in management equity grants under the Company’s equity incentive plan, subject to vesting conditions including the Milestone achievement, performance milestones, transfer restrictions, and clawback provisions.

●Board Representation: The Company will have the right to designate two directors to the Foresight Board of Directors upon Stage 1 Closing and one additional director upon Stage 2 Closing.

The Foresight Agreement contains a value protection mechanism designed to preserve 65% of the economic value of the shares of Common Stock issued to Foresight. For a two-year period following each Closing (the “Protection Period”), if Foresight sells all of the shares of Common Stock (and any previously issued make-whole shares) and realizes aggregate gross proceeds below the applicable protected amount of $10,062,500 for the Stage 1 Closing and $1,312,500 for the Stage 2 Closing (collectively, the “Protected Amount”), the Company is obligated to issue additional shares of its Common Stock (or, if mutually agreed and compliant with applicable law and Nasdaq rules, pre-funded warrants) as make-whole shares (the “Make Whole Shares”). The mechanism provides that Foresight will deliver a notice with supporting documentation after each complete sale; the Company has audit rights; and additional shares are issued based on the average closing price of the Company’s Common Stock on Nasdaq for the 20 consecutive trading days immediately preceding the date of the notice (the “Make-Whole Price”) until the Protected Amount is achieved or the Protection Period expires. The Company covenants to use best efforts to maintain sufficient authorized shares, obtain all necessary stockholder and Nasdaq approvals, and file supplemental listings promptly. Failure to issue Make-Whole Shares on a timely basis triggers liquidated damages of 1.5% of the shortfall amount per 30-day period (in addition to specific performance and cost-recovery remedies).

The Foresight Agreement includes customary registration rights, a 24-month management preservation covenant for Foresight’s executive team, a covenant requiring Foresight to allocate no less than 50% of proceeds from sales of the Company’s Common Stock to the Perception Platform, a 36-month leak-out agreement limiting Foresight’s daily sales of the Company’s Common Stock to 5% of actual daily trading volume, and audit rights allowing the Company to inspect Foresight’s trading records to verify compliance. The Foresight Agreement also contains mutual representations, warranties, covenants, indemnification, and termination provisions customary for a transaction of this nature.

At June 30, 2026, the transaction was not closed.