Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-001321

Filed: 2026-10-06

Period: 2026-10-02

CIK: 0002038439

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

Date of Report (Date of earliest event reported): October

2, 2026

VISIONWAVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42741

99-5002777

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

300

Delaware Ave., Suite 210 #301, Wilmington, Delaware

19801

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code: (302) 305-4790

Not

Applicable

(Former

name or former address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

VWAV

The

Nasdaq Stock Market LLC

Redeemable

Warrants, one share of Common Stock at an exercise price of $230.00

VWAVW

The

Nasdaq Stock Market LLC

Indicate by check

mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this

chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ☒

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Amendment to Employment Agreement of Eric T. Shuss,

Chief Operating Officer

On October 2, 2026, VisionWave Holdings, Inc. (the

“Company”) entered into a letter agreement (the “Amendment”) with Eric T. Shuss, the Company’s Chief Operating

Officer and a member of the Company’s Board of Directors (the “Board”), amending the Employment Agreement dated as of

March 13, 2026 between the Company and Mr. Shuss (the “Employment Agreement”). The Amendment was approved by the Compensation

Committee of the Board (the “Compensation Committee”) on October 2, 2026.

As previously disclosed, the Employment Agreement

provided for an annual base salary of $120,000, to be increased to an annual rate of $240,000 upon the Company achieving $3,000,000 in

revenue during any ninety (90) day period (the “Revenue Condition”). Pursuant to the Amendment, Mr. Shuss’s annual base

salary was increased to $240,000, effective as of September 1, 2026, without regard to satisfaction of the Revenue Condition, and the

Revenue Condition is of no further force or effect. The Amendment provides for a one-time catch-up payment equal to the difference between

base salary paid for the period from September 1, 2026 through the date of the Amendment at the prior rate and base salary payable for

such period at the increased rate. The Compensation Committee approved the increase in recognition of Mr. Shuss’s performance and

contributions to the Company and in order to retain his services.

The Amendment does not modify any other term of the

Employment Agreement, including Mr. Shuss’s eligibility for an annual performance bonus, the stock option previously granted to

him, or the severance payable upon a qualifying termination (which remains the greater of $500,000 or two times his then-current base

salary). Except as expressly amended by the Amendment, the Employment Agreement remains in full force and effect.

The foregoing description of the Amendment does not

purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit

10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Employment Agreement was filed as Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Letter Agreement dated October 2, 2026, by and between VisionWave Holdings, Inc. and Eric T. Shuss

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.

VISIONWAVE HOLDINGS, INC.

Date: October 6, 2026

By: /s/ Douglas Davis

Name: Douglas Davis

Title: Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7995_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

VisionWave

Holdings, Inc.

300

Delaware Ave., Suite 210 #301

Wilmington,

Delaware 19801

October

2, 2026

Eric

T. Shuss

[***]

Re: Amendment

No. 1 to Employment Agreement – Base Salary

Dear

Mr. Shuss:

This

letter agreement (this “Amendment”) amends the Employment Agreement dated as of March 13, 2026 (the “Employment

Agreement”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and you (“Executive”).

Capitalized terms used but not defined in this Amendment have the meanings given to them in the Employment Agreement.

WHEREAS,

Executive has served as Chief Operating Officer of the Company since March 13, 2026, at an annual Base Salary of $120,000, with Section

3.1 of the Employment Agreement providing for an increase in Base Salary to an annual rate of $240,000 upon the Company achieving $3,000,000

in revenue during any ninety (90) day period (the “Revenue Condition”);

WHEREAS,

the Revenue Condition has not been satisfied as of the date of this Amendment;

WHEREAS,

in recognition of Executive’s performance and contributions to the Company, the Compensation Committee of the Board of Directors

of the Company (the “Compensation Committee”) has determined that it is in the best interests of the Company to increase

Executive’s Base Salary to an annual rate of $240,000, effective as of September 1, 2026, without regard to whether the Revenue

Condition has been satisfied, and has approved this Amendment; and

NOW,

THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment

to Base Salary.

Effective

as of September 1, 2026 (the “Salary Increase Date”), Section 3.1 of the Employment Agreement is hereby amended and restated

in its entirety to read as follows:

“3.1 Base

Salary. The Company shall pay to the Executive a base salary at an annual rate of $240,000, subject to applicable withholdings and deductions

(the “Base Salary”). Base Salary shall be paid in accordance with the Company’s payroll practices in effect from time

to time. The Base Salary shall be reviewed by the Board or the Compensation Committee of the Board not less frequently than annually

and may be increased (but not decreased without the Executive’s written consent) in the discretion of the Board or the Compensation

Committee.”

2. Waiver

of Revenue Condition; Catch-Up Payment.

For

the avoidance of doubt, the increase in Base Salary provided for in Section 1 of this Amendment is effective as of the Salary Increase

Date notwithstanding that the Revenue Condition has not been satisfied, and the Revenue Condition is of no further force or effect. To

the extent Base Salary for any period on or after the Salary Increase Date has been paid to Executive prior to the date of this Amendment

at the annual rate of $120,000, the Company shall pay Executive the difference between the Base Salary actually paid for such period

and the Base Salary payable for such period at the annual rate of $240,000, less applicable withholdings and deductions, in a lump sum

on the Company’s first regular payroll date following the date of this Amendment, and in all events no later than December 31,

2026.

3. Effect

on Other Provisions.

All

references in the Employment Agreement to “Base Salary” shall, from and after the Salary Increase Date, refer to Base Salary

as amended by this Amendment, including for purposes of determining any payment under Section 4 of the Employment Agreement. Executive

acknowledges and agrees that (a) neither the execution of this Amendment nor the circumstances giving rise to it constitute, or shall

be deemed to constitute, “Good Reason” or any other basis for Executive to terminate employment and receive severance under

the Employment Agreement, and (b) this Amendment does not modify the Performance Bonus under Section 3.2, the Option Grant under Section

3.3, or any other compensation or benefit under the Employment Agreement.

4. No

Other Changes.

Except

as expressly modified by this Amendment, all terms and conditions of the Employment Agreement, the Confidentiality and Restrictive Covenant

Agreement and the Mutual Agreement to Arbitrate referred to therein shall remain unchanged and in full force and effect, and the Employment

Agreement, as amended by this Amendment, is hereby ratified and confirmed. From and after the date hereof, each reference in the Employment

Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a

reference to the Employment Agreement as amended by this Amendment.

5. Governing

Law; Arbitration.

This

Amendment shall be governed by and construed in accordance with the internal laws of the State of California, without regard to conflicts

of laws principles, consistent with Section 7.5 of the Employment Agreement, and any dispute arising out of or relating to this Amendment

shall be resolved in accordance with the Mutual Agreement to Arbitrate referred to in Section 6 of the Employment Agreement.

6. Counterparts.

This

Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one

and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or DocuSign) shall be effective

as delivery of a manually executed counterpart.

the foregoing accurately reflects our understanding, please sign and return a copy of this Amendment to the undersigned.

Sincerely,

VISIONWAVE

HOLDINGS, INC.

By:

/s/ Douglas Davis

Name:

Douglas Davis

Title:

Executive Chairman and Chief Executive Officer

AGREED

AND ACCEPTED:

/s/

Eric T. Shuss

Eric

T. Shuss

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