VisionWave Holdings: terminates joint venture agreement

What happened VisionWave Holdings, Inc. reported that on Oct 12, 2026 it entered into a letter agreement terminating the Joint Venture and Operating Agreement among VisionWave, Sadot Group Inc. and CMJV LLC and unwinding the transactions consummated at the closing, other than the issuance of 250,000 shares of Sadot common stock (the "Entry Premium Shares"), which VisionWave will retain. The prior JV Agreement and related Contribution Agreement dated Sep 30, 2026 were terminated and Sadot withdrew from CMJV.

Key details

• CMJV had issued 7,814,323 units of membership interest to each of VisionWave and Sadot; all 7,814,323 units held by Sadot were cancelled for no consideration and Sadot withdrew as a member.
• Sadot had committed up to U.S. $7,814,323 as a capital commitment; as of the effective date Sadot had not funded any portion of that commitment and no draw request had been delivered.
• VisionWave will retain the 250,000 Entry Premium Shares and will issue Sadot 500,000 shares of VisionWave common stock as full consideration; the 500,000 shares are to be issued within 3 business days after the effective date, subject to standard transfer-agent documentation.
• The parties exchanged mutual releases (with certain exceptions), VisionWave and related entities agreed to indemnify Sadot as described in the letter agreement, and confidentiality, non-disparagement and other customary provisions apply.

Why it may matter This report was filed under Item 1.02 (termination of a material definitive agreement) and Item 3.02 (unregistered sales of equity securities) because VisionWave is terminating the JV Agreement and issuing 500,000 shares to Sadot in connection with the termination. The filing describes the parties' acknowledgment that no funding default by Sadot occurred, retention of the CM rights by VisionWave as described, and certain indemnities and mutual releases. The filing does not show why the insider traded or why the company acted.