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Item 1.01
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Entry into a Material Definitive Agreement.
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On March 11, 2026, VisionWave Holdings, Inc. (the "Company") entered into a Side Letter (the "Side Letter") with C.M. Composite Materials Ltd., an Israeli corporation (the "CM Company"), Giza Zinger Even Mezzanine, Limited Partnership ("Giza"), and Matania (Mati) Moskovitch ("Mati"). The Side Letter supplements and addresses certain obligations under the Company's previously disclosed Investment and Share Purchase Agreement dated February 20, 2026 (the "SPA") and Loan Agreement dated February 20, 2026 (the "Loan Agreement," and together with any promissory note issued thereunder, the "Note") with the CM Company and Mati, as well as the settlement agreement dated February 5, 2026, between Giza, Mati, and the CM Company (the "Giza Settlement Agreement"). The SPA and Loan Agreement were previously disclosed in the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 21, 2026, and March 5, 2026.
Pursuant to the Side Letter, among other things:
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The Company acknowledges the terms of the Giza Settlement Agreement and agrees that the CM Company's performance thereunder (including payments, reporting, and security perfection) does not constitute a breach or default under the SPA, Loan Agreement, Note, or related agreements.
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The Company consents to all payments by the CM Company (or its affiliates) to Giza under the Giza Settlement Agreement, including an immediate payment already made by the Company directly to Giza and ongoing periodic payments, and agrees not to interfere with such payments.
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Until full satisfaction of such obligations, neither the CM Company nor the Company shall take actions resulting in dilution of the CM Company's shareholders, including issuances of equity, options, warrants, or convertible securities; the Company further agrees not to exercise conversion rights under the Note without Giza's prior written consent.
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The Company irrevocably commits to provide aggregate funding of at least $5,000,000 to the CM Company, allocated as $1,500,000 for working capital and $3,500,000 for establishing and operating a new facility outside Israel.
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The CM Company's activities outside Israel (including those funded by the committed amount) must be conducted directly by the CM Company, not through subsidiaries or other entities, unless pledged to Giza.
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Neither the Company nor the CM Company shall structure transactions to circumvent the Giza Settlement Agreement's restrictions or payment priorities.
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Mati shall appoint an Israeli trustee (subject to Giza's approval) for certain shares of the CM Company.
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The foregoing description of the Side Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
