VisionWave Holdings Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2025, the Company entered into employment agreements (each, an “Employment Agreement”) with Elad Shoval, as Chief Revenue Officer, David Allon, as Chief Operating Officer, and Jaz Williman, as Senior Systems Engineer – UGV (collectively, the “Executives”). Each Employment Agreement has an initial term of three (3) years, commencing on September 2, 2025, and is subject to automatic one-year renewals thereafter unless terminated by either party with at least thirty (30) days’ prior written notice.
Under the Employment Agreements:
| ● | Mr. Shoval will receive an initial base salary of $120,000 per year, increasing to $240,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day period, and further increasing to $360,000 upon achieving $60,000,000 in revenue during any ninety 90-day period, with subsequent adjustments to fair market rates. In addition, Mr. Shoval shall be eligible for an annually performance bonus targeted to be equal to 0.05% of the Company’s net revenue as reflected in the Company’s financial statements. |
| ● | Mr. Allon will receive an initial base salary of $120,000 per year, increasing to $240,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day period, and further increasing to $360,000 upon achieving $60,000,000 in revenue during any ninety 90-day period, with subsequent adjustments to fair market rates. In addition, Mr. Allon shall be eligible for an annually performance bonus targeted to be equal to 0.5% of the Company’s net income as reflected in the Company’s financial statements. |
| ● | Mr. Williman will receive an initial base salary of $120,000 per year, increasing to $200,000 upon the Company achieving $10,000,000 in revenue during any ninety 90-day period, and further increasing to $300,000 upon achieving $60,000,000 in revenue during any ninety 90-day period, with subsequent adjustments to fair market rates. In addition, Mr. Williman shall be eligible for an annually performance bonus targeted to be equal to 0.35% of the Company’s net income as reflected in the Company’s financial statements. |
| ● | Each Executive is eligible for four (4) weeks of paid vacation per year, participation in the Company’s benefit plans (including medical, dental, vision, disability, life insurance, and 401(k) plans), and reimbursement of reasonable business expenses. |
| ● | In the event of termination without cause or resignation for good reason, each Executive is entitled to severance equal to the greater of $600,000 or two (2) times their then-current base salary, payable within six (6) months of termination, subject to execution of a general release. |
| ● | Upon a change in control followed by termination within three (3) months, all outstanding equity awards vest immediately, and severance becomes payable. |
| ● | Each Employment Agreement includes standard provisions for termination for cause, death, disability, or without good reason, with limited payments in such cases. |
Additionally, as a condition to entering into the Employment Agreements, each Executive entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement and a Mutual Agreement to Arbitrate with the Company.
Additionally, pursuant to the Employment Agreements and under 2025 Omnibus Equity Incentive Plan (the “Plan”) (subject to shareholder approval thereof), the Company granted nonstatutory stock options (each, an “Option”) to the Executives as follows:
| ● | Mr. Shoval was granted Options to purchase 500,000 shares of Common Stock. |
| ● | Mr. Allon was granted Options to purchase 500,000 shares of Common Stock. |
| ● | Mr. Williman was granted an Option to purchase 250,000 shares of Common Stock. |
Each Option has an exercise price of $9.09 per share (the fair market value on the grant date) and vests in twelve (12) equal quarterly installments over four (4) years, commencing on the date of shareholder approval of the Plan (the “Approval Date”). The Options are exercisable for five (5) years from the grant date and allow for cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, the Options will be null and void.
Copies of the Employment Agreements for Mr. Allon, Mr. Shoval, and Mr. Williman are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A copy of the form of the Option agreement for Mr. Allon, Mr. Shoval, and Mr. Williman, as well as the form of Option for each of the subsidiarity three employees is filed as Exhibit 10.4 to this Current Report on Form 8-K and are incorporated herein by reference. Copies of the form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement and the form of Mutual Agreement to Arbitrate are filed as Exhibits 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Employment Agreements, Options, Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreements, and Mutual Agreements to Arbitrate are qualified in their entirety by reference to the full text of such agreements.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Employment Agreement, dated September 2, 2025, by and between the Company and Elad Shoval - CRO | |
| 10.2 | Employment Agreement, dated September 2, 2025, by and between the Company and David Allon - COO | |
| 10.3 | Employment Agreement, dated September 2, 2025, by and between the Company and Jez Williman - Senior Systems Engineer – UGV | |
| 10.4 | Form of Nonstatutory Stock Option Agreement | |
| 10.5 | Form of Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition Agreement (1) | |
| 10.6 | Form of Mutual Agreement to Arbitrate (1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1) Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 6, 2025
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: September 3, 2025 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Noam Kenig | |
| Name: | Noam Kenig | |
| Title: | Chief Executive Officer | |