8-K - VisionWave Holdings, Inc. | StockGist

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On March 11, 2026, VisionWave Holdings, Inc. entered into a Side Letter with C.M. Composite Materials Ltd., Giza Zinger Even Mezzanine, Limited Partnership, and Matania (Mati) Moskovitch, supplementing prior SPA, Loan Agreement, and Giza Settlement Agreement. It commits the Company to fund at least $5,000,000 to the CM Company and restricts dilution and payments until Giza obligations are satisfied, impacting liquidity and operations.

Key Takeaways

1Entered Side Letter dated March 11, 2026, with C.M. Composite Materials Ltd., Giza, and Mati Moskovitch

2Irrevocable commitment to provide $5,000,000 funding: $1,500,000 for working capital and $3,500,000 for new facility outside Israel

3Consents to CM Company payments to Giza under Giza Settlement Agreement, including immediate payment made by VisionWave directly to Giza

4Prohibits dilution actions, including Note conversion, until full satisfaction of Giza obligations

5Requires CM Company activities outside Israel to be direct, not through subsidiaries unless pledged to Giza

6New Shares under SPA to be deposited with Israeli trustee approved by Giza for security

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On March 11, 2026, VisionWave Holdings, Inc. (the "Company") entered into a Side Letter (the "Side Letter") with C.M

Material Agreement

$5.0M$1.5M$3.5M

Source Document

9.01

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Side Letter, dated March 11, 2026, by and among VisionWave Holdings, Inc., C.M. Com

Exhibits Only

Transaction Details

Material Agreement

Agreement: Side Letter
Parties: VisionWave Holdings, Inc., C.M. Composite Materials Ltd., Giza Zinger Even Mezzanine, Limited Partnership, Matania (Mati) Moskovitch

•Acknowledges Giza Settlement Agreement performance does not breach SPA, Loan Agreement, or Note
•Consents to all payments by CM Company to Giza, including immediate payment by VisionWave
•No dilution of CM Company shareholders until Giza obligations satisfied; no Note conversion without Giza consent
•Irrevocable commitment for $5,000,000 funding: $1,500,000 working capital, $3,500,000 new facility outside Israel
•CM Company activities outside Israel conducted directly, not through subsidiaries unless pledged to Giza
•No circumvention of Giza Settlement Agreement restrictions
•Mati to appoint Israeli trustee (Giza-approved) for New Shares securing CM Company obligations to Giza

Exhibits (2)

10.1

EXHIBIT 10.1

8-K

FORM 8-K