Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 26, 2026, VisionWave Holdings, Inc. (the "Company" or "VisionWave") entered into a definitive Exchange Agreement (the "Exchange Agreement") with SaverOne 2014 Ltd., an Israeli company whose American Depositary Shares are listed on The Nasdaq Stock Market ("SaverOne").

The Exchange Agreement replaces and supersedes the previously disclosed non-binding Letter of Intent dated December 31, 2025.

Transaction Overview

The Exchange Agreement provides for a three-stage equity exchange and strategic collaboration providing for VisionWave to acquire up to approximately 51% of SaverOne's issued and outstanding ordinary shares on a fully diluted basis, subject to milestone achievement and applicable regulatory approvals.

In exchange, the Exchange Agreement provides SaverOne with the ability to acquire VisionWave common stock with an aggregate economic value of up to $7.0 million, subject to staged issuance, price-based adjustments, and compliance with Nasdaq listing rules.

The transaction establishes SaverOne as the core operating platform for VisionWave's radio-frequency (RF) defense and security technologies, supported by a non-exclusive, worldwide license to certain VisionWave RF intellectual property for defense and security applications.

Staged Exchange Structure

SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne's outstanding share capital (fully diluted), in exchange for VisionWave common stock valued at approximately $2.74 million.

Upon achievement of the first operational integration milestone, SaverOne issues VisionWave ordinary shares representing 19.99% of SaverOne's outstanding share capital (fully diluted), in exchange for for VisionWave common stock valued at approximately $2.74 million.

Upon achievement of a commercial or defense pilot milestone, SaverOne issues VisionWave ordinary shares representing 11.02% of SaverOne's outstanding share capital (fully diluted) resulting in VisionWave owning approximately 51% of SaverOne in exchange for VisionWave common stock valued at approximately $1.51 million.

The number of VisionWave shares of common stock issued in each stage is determined based on a five-day VWAP immediately preceding the applicable closing.

Fairness Opinion and Valuation

In connection with its approval of the Exchange Agreement, VisionWave's Board of Directors obtained an independent fairness opinion and valuation analysis from BDO Consulting Group, which concluded that the transaction is fair, from a financial point of view, to VisionWave and its stockholders.

The Board considered the fairness opinion, strategic rationale, market opportunity, and regulatory considerations in unanimously approving the transaction.