VisionWave Holdings, Inc. 8-K

What Happened
VisionWave Holdings, Inc. announced on January 26, 2026 that it entered into a definitive Exchange Agreement with SaverOne 2014 Ltd. The agreement provides for a three-stage equity exchange under which VisionWave can acquire up to approximately 51% of SaverOne’s ordinary shares (fully diluted), subject to milestone achievement and regulatory approvals, while SaverOne may acquire VisionWave common stock with an aggregate economic value of up to approximately $7.0 million. The boards obtained an independent fairness opinion from BDO Consulting Group, which concluded the transaction is fair to VisionWave and its stockholders.

Key Details

• Transaction date: Exchange Agreement executed January 26, 2026 (replacing a non-binding LOI dated December 31, 2025); SaverOne previously issued a press release on January 5, 2026 about the strategic LOI.
• Staged exchange: Stage 1 — SaverOne issues shares equal to 19.99% (fully diluted) to VisionWave for VisionWave stock valued ≈ $2.74M; Stage 2 — another 19.99% for ≈ $2.74M upon first integration milestone; Stage 3 — 11.02% for ≈ $1.51M upon a commercial or defense pilot milestone, totaling ≈ 51% ownership.
• Pricing & mechanics: Number of VisionWave shares issued in each stage is based on VisionWave’s five-day VWAP prior to each closing; overall consideration to SaverOne holders is staged and subject to price adjustments and Nasdaq rules.
• Additional terms: non-exclusive worldwide license to certain VisionWave RF IP for defense/security, board representation rights at SaverOne, registration/resale rights for issued VisionWave shares, use-of-proceeds covenants for RF platform development, value-protection mechanisms, and mutual non-compete limitations.
• Conditions: Transaction remains subject to milestone certifications, regulatory approvals, and customary closing conditions.

Why It Matters
For investors, this is a strategic deal that would make VisionWave the majority owner of SaverOne and establish SaverOne as the core operating platform for VisionWave’s RF defense and security business. The staged structure ties ownership transfers to operational and commercial milestones, which can limit near-term dilution but also delays full integration until targets are met and approvals obtained. The fairness opinion from BDO and the inclusion of governance and IP licensing terms are intended to protect shareholder interests, but investors should watch milestone progress, regulatory/Nasdaq compliance, and the VWAP-based share issuance (which affects dilution and timing).