Form 8-K

8-K — VisionWave Holdings, Inc.

Accession: 0001731122-26-000849

Filed: 2026-06-12

Period: 2026-06-11

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): June

11, 2026

VisionWave Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-72741

99-5002777

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite

210 # 301 Wilmington, DE.

19801

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area

code: (302) 305-4790

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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VWAV

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange

Act of 1934 (17 CFR §240.12b-2).

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.

On June 11, 2026, VisionWave Holdings, Inc. (the “Company”)

entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement dated August 6, 2025 (the “Original

Agreement”) with Danny Rittman (“Executive”), who serves as the Company’s Chief Technology Officer

/ Chief Information Security Officer (CTO/CISO).

Pursuant to the Amendment: (i) Executive’s title

was updated to Chief Technology Officer / Chief Information Security Officer (CTO/CISO), effective as of the date of the Amendment; (ii)

Executive’s annual base salary was increased to $180,000, effective as of June 1, 2026, with the existing provisions for further

salary increases upon achievement of Company revenue milestones remaining in effect; and (iii) in addition to the 500,000 options previously

granted under the Original Agreement, the Company agreed to grant Executive an additional 1,000,000 performance-based stock options exercisable

at $4.98 per share under the Company’s 2025 Omnibus Equity Incentive Plan (subject to the terms of the Plan, an option agreement,

and Executive’s continued service), which shall vest upon achievement of the following milestones: (a) 300,000 options upon completion

of the VisionRF execution-ready technical data room, system architecture, technical requirements, development plan, and blueprint-level

materials needed for a qualified internal or external team to execute the project; (b) 300,000 options upon delivery of an initial release

of the StratumAI agent (via web interface) by August 2026, including the technical architecture, project data room, execution plan, and

first operational version of the VisionWave information/technical agent web page; (c) 300,000 options upon leading the cybersecurity effort

and implementing the company-wide security framework, including policies, Microsoft security implementation, endpoint protection strategy,

and employee awareness, once the agreed cybersecurity structure is implemented and operating properly; and (d) 100,000 options upon completion

of the VisionRF execution-ready technical data room and the Semiconductor / EDA Strategy Data Room, including technical roadmap, architecture,

strategic direction, and execution materials. Such additional options will be granted at an exercise price equal to the fair market value

of the Company’s common stock on the applicable grant date (determined in accordance with the Plan) and will vest upon achievement

of the respective milestone or as otherwise determined by the Board of Directors.

The foregoing description of the Amendment 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 1 to Employment Agreement, dated June 11, 2026, by and between VisionWave Holdings, Inc. and Danny Rittman (filed herewith)

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.

Dated:

June 12, 2026

VisionWave

Holdings, Inc.

By:

/s/ Douglas

Davis

Name:

Douglas Davis

Title:

Chief Executive

Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

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EXHIBIT 10.1

VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210#301

Wilmington, Delaware 19801

June 11, 2026

VIA EMAIL

Danny Rittman

Re: Amendment No. 1 to Employment Agreement dated

August 6, 2025

Dear Danny:

This letter agreement (this “Amendment”)

is entered into as of June 11, 2026, by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”),

and Danny Rittman (“Executive”).

RECITALS

WHEREAS, the Company and

Executive are parties to that certain Employment Agreement dated August 6, 2025 (the “Original Agreement”); and

WHEREAS, the parties desire

to amend the Original Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration

of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Position (Section 1.1). Effective as of the date hereof, Section 1.1 of the Original Agreement is hereby

amended and restated in its entirety to read as follows:

“1.1 Position. Company will

employ Executive as Chief Technology Officer / Chief Information Security Officer (CTO/CISO) as of the date of this Amendment. The Executive

will report to the CEO.”

2. Amendment to Base Salary (Section 3.1). Effective as of June 1, 2026, Section 3.1 of the Original Agreement is hereby

amended and restated in its entirety to read as follows (all other provisions of Section 3.1 remaining unchanged):

“3.1 Base Salary. The Company

shall pay to the Executive a base salary at an annual rate of $180,000 starting June 1, 2026, 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 increased to an annual rate of $240,000 upon the Company achieving $3,000,000 in revenue during

any ninety (90) day period, which will again be adjusted to $360,000 once the Company has achieved $6,000,000 in revenue during any ninety

(90) day period and then after adjusted to a fair market rate.”

3. Amendment to Option Grant (Section 3.3). Section 3.3 of the Original Agreement is hereby

amended by adding the following new paragraph at the end thereof (all other provisions of Section 3.3, including the contingency upon

shareholder approval of the 2025 Omnibus Equity Incentive Plan, remaining in full force and effect):

“In addition to the 500,000 options

originally granted, the Company will grant Executive the following additional stock options under the Plan (subject to the terms of the

Plan, an option agreement to be entered into, and all applicable approvals), totaling 1,000,000 options earned via the following milestones:

1. VisionRF Platform Development –

300,000 options

Complete the VisionRF execution-ready technical

data room, system architecture, technical requirements, development plan, and blueprint-level material needed for a qualified internal

or external team to execute the project.

2. StratumAI Platform Development –

300,000 options

Deliver an initial release of the StratumAI

agent (via web interface) by August 2026, including the technical architecture, project data room, execution plan, and first operational

version of the VisionWave information/technical agent web page.

3. Cybersecurity / CISO Project –

300,000 options

Lead the cybersecurity effort, including

policies, Microsoft security implementation, endpoint protection strategy, employee awareness, and the company-wide security framework.

Once the agreed cybersecurity structure is implemented and operating properly, this milestone shall be considered completed.

4. VisionRF and Semiconductor / EDA Data

Rooms – 100,000 options

Complete the VisionRF execution-ready technical

data room and the Semiconductor / EDA Strategy Data Room, including technical roadmap, architecture, strategic direction, and execution

materials, including development’s support if needed.

Such additional options shall be granted

at an exercise price equal to the fair market value of the Company’s common stock on the applicable grant date (determined in accordance

with the Plan) and shall vest upon achievement of the respective milestone or as otherwise determined by the Board of Directors, subject

to Executive’s continued service with the Company.”

4. Ratification. Except as expressly amended by this Amendment, all terms and provisions of

the Original Agreement remain in full force and effect and are hereby ratified and confirmed in all respects. In the event of any inconsistency

between this Amendment and the Original Agreement, the terms of this Amendment shall control.

5. Governing Law. This Amendment shall be governed by and construed in accordance with the

laws of the State of California, without regard to its conflict of laws principles.

6. Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts,

each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures

(including DocuSign or similar) shall have the same legal effect as original signatures.

7. Entire Agreement. This Amendment, together with the Original Agreement, constitutes the

entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings or agreements,

written or oral.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Please indicate your acceptance and agreement to the

foregoing by executing and returning a copy of this Amendment to Doug Davis at your earliest convenience.

Very truly yours,

VISIONWAVE HOLDINGS, INC.

By:

Name:

Douglas Davis

Title:

CEO and Executive Chairman

ACCEPTED

AND AGREED:

Danny

Rittman

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