VisionWave Holdings, Inc. 8-K

What Happened

• VisionWave Holdings, Inc. announced on June 22, 2026 that it entered an Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement with Adrian Holdings S.R.L. Under the assignment, VisionWave transferred its right to receive 14,843,945,442 SaverOne ordinary shares (issued in practice as 14,843,952,000 for rounding) to Adrian in connection with the Stage 2 and Stage 3 closings of an Exchange Agreement with SaverOne dated January 26, 2026. The assignment directs SaverOne to issue those shares directly to Adrian so VisionWave never holds beneficial ownership of them.

Key Details

• Assignment date: June 22, 2026; Exchange Agreement originally dated January 26, 2026.
• Assigned SaverOne shares: 14,843,945,442 (practically issued as 14,843,952,000 due to ADS divisibility).
• Promissory note impacted: VisionWave issued Adrian a $10,000,000 note on January 5, 2026; the assignment reduces outstanding principal by an aggregate amount equal to 110% of the Assigned Shares’ value — approximately $1.43 million (subject to adjustment).
• The Assignment does not change the total number of SaverOne shares issuable under the Exchange Agreement, nor VisionWave’s obligation to deliver its common stock to SaverOne as agreed.

Why It Matters

• The transaction shifts the right to receive a large block of SaverOne shares directly to Adrian and uses those shares’ value to partially repay an existing $10M promissory note, reducing VisionWave’s debt by roughly $1.43M (subject to adjustment).
• For investors, this clarifies that VisionWave will not hold beneficial ownership of these SaverOne shares and that the company’s obligations under the Exchange Agreement remain unchanged; the move modestly reduces outstanding debt without altering the SaverOne consideration structure.