VisionWave Holdings, Inc. 8-K

What Happened

• VisionWave Holdings, Inc. announced on December 29, 2025 that Chief Executive Officer Noam Kenig resigned effective immediately for personal reasons. The company said the resignation was not due to any disagreement with its operations, policies, or practices.
• The Board named Executive Chairman Douglas Davis as Interim Chief Executive Officer effective December 29, 2025; Mr. Davis will continue as Executive Chairman while serving as Interim CEO with no new or materially changed compensation. The Board also appointed director Eric Shuss as Independent Lead Director, with no change beyond standard non‑employee director compensation.
• Separately, on December 26, 2025 the company advanced $398,345 to C.M. Composite Materials Ltd. and received a promissory note (filed as Exhibit 10.1). The note matures December 31, 2027, is prepayable without penalty, bears no interest unless an event of default occurs (then 5% per annum or the maximum legal rate), and is a binding, standalone obligation of C.M. Composite Materials.

Key Details

• $398,345 principal advanced to C.M. Composite Materials Ltd., funded December 26, 2025.
• Promissory Note: 24‑month maturity; outstanding principal due December 31, 2027; interest only if default (5% p.a. or legal maximum); prepayable anytime without premium.
• Leadership changes effective December 29, 2025: Noam Kenig resigned as CEO and director; Douglas Davis named Interim CEO (retains Executive Chairman role); Eric Shuss named Independent Lead Director.
• The Note is not contingent on any merger or acquisition and remains enforceable regardless of any contemplated transaction that may be subject to due diligence, board approval, valuation/fairness opinion and other customary conditions.

Why It Matters

• Leadership: A CEO resignation and appointment of an interim CEO can affect strategic direction and investor confidence; here the Executive Chairman assumes interim CEO duties and no new compensation was disclosed, signaling a temporary internal transition rather than an outside hire.
• Financing / Liquidity: The $398K loan to C.M. Composite is a material cash advance and creates a demonstrable receivable on VisionWave’s books. Terms (no regular interest, prepayment option, and a defined maturity) and the company’s statement that the note is a binding standalone obligation are important for assessing counterparty risk and near‑term cash recovery prospects.
• Risk: The filing stresses any related strategic transaction is still uncertain and subject to customary approvals and conditions; investors should note the company’s statements and monitor subsequent disclosures for material updates (repayment, defaults, or further leadership changes).