Opening the filing
8-K
on October 6, 2026 (the “ Prior 8-K ”), on September 30, 2026, the Company entered into a Joint Venture and Operating Agreement (the “ JV Agreement ”) with Sadot Group Inc., a Nevada corporation (“ Sadot ”), and CMJV LLC, a Nevada limited liability company formed by the Company (“ CMJV ”). Under the JV Agreement, (i) the Company and its wholly owned subsidiary, VisionWave IL Ltd. (“ VisionWave Israel ”), contributed to CMJV, pursuant to a Contribution and Assignment Agreement dated as of September 30, 2026 (the “ Contribution Agreement ”), their rights under the loan agreement, promissory notes, security documents, share purchase agreement and related agreements with C.M. Composite Materials Ltd., an Israeli company (“ CM ”), and its controlling shareholder (collectively, the “ CM Rights ”), (ii) CMJV issued 7,814,323 units of membership interest to each of the Company and Sadot, (iii) Sadot committed to make capital contributions to CMJV of up to U.S. $7,814,323 (the “ Capital Commitment ”), to be on-lent by CMJV to CM, and (iv) Sadot agreed to issue to the Company 250,000 shares of Sadot common stock (the “ Entry Premium Shares ”). Concurrently, CM and its controlling shareholder executed an Acknowledgment, Consent and Loan Agreement Amendment in favor of the Company, CMJV and Sadot (the “ CM Acknowledgment ” and, together with the JV Agreement and the Contribution Agreement, the “ Transaction Documents ”).
The descriptions of the Transaction Documents in the Prior 8-K are incorporated herein by reference.
The Letter Agreement On October 12, 2026 (the “ Effective Date ”), the Company, VisionWave Israel, CMJV, Sadot, CM and Matania (Mati) Moskovich, CM’s controlling shareholder (the “ Seller ”), entered into a letter agreement (the “ Letter Agreement ”) terminating the JV Agreement and unwinding the transactions consummated at the closing thereunder, other than the issuance of the Entry Premium Shares, which the Company will retain, as described below.
Circumstances of the Termination
The JV Agreement required CMJV to deliver, and to cause CM to deliver, to the Company and Sadot quarterly unaudited and annual audited consolidated financial statements of CM and its subsidiary prepared in accordance with IFRS or U.S. GAAP (audited, where required for either party’s SEC reporting, by a PCAOB-registered firm), together with such other information as either party required to comply with its obligations under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and Regulation S-X. The JV Agreement permitted either party to withhold approval of any draw request by CM while CM was delinquent in delivering such financial statements and provided that any such failure constituted an event of default under the loan agreement between CMJV and CM.
On or about October 8, 2026, CM advised the Company, CMJV and Sadot that it is unable to produce the financial statements required by the JV Agreement and has no present ability to engage a PCAOB-registered or other independent auditor to audit such financial statements within any period acceptable to the Company and Sadot (the “ Financial Statement Deficiency ”). As a result of the Financial Statement Deficiency, no draw request could be approved and no portion of the Capital Commitment could be funded under the JV Agreement, and Sadot advised the Company that it would be unable to account for and report on its investment in CMJV in its periodic reports and that the fundamental purpose for which it entered into the JV Agreement could not be achieved. In light of the foregoing, the parties determined that it was in their respective best interests to terminate the JV Agreement and unwind the transactions consummated at the closing, without any party admitting any breach, default or liability.
As of the Effective Date, Sadot had not funded any portion of the Capital Commitment, no draw request had been delivered, and the acquisition by CMJV of the shares of CM contemplated by the Transaction Documents had not occurred.
Material Terms of the Letter Agreement
Under the Letter Agreement, effective as of the Effective Date:
Termination. The JV Agreement was terminated in its entirety, subject only to the survival of its confidentiality and miscellaneous provisions to the extent necessary to interpret and enforce the Letter Agreement, and the Contribution Agreement and the CM Acknowledgment were terminated as to Sadot. The Capital Commitment and all other funding obligations of Sadot were terminated and extinguished, and the Company and CMJV acknowledged that no funding default by Sadot had occurred. No early termination penalty, break fee or other amount is payable by any party by reason of the termination.
Cancellation of Sadot’s Units; Withdrawal.
All 7,814,323 units of CMJV held by Sadot were cancelled for no consideration, Sadot withdrew as a member of CMJV, and the Company became the sole member of CMJV. Sadot’s two designees resigned as managers of CMJV. The Company may continue CMJV as a wholly owned subsidiary or dissolve it, in its discretion, and is responsible for CMJV’s fees, taxes and expenses.
Retention of Entry Premium Shares; Issuance of VisionWave Consideration Shares. The Company will retain all 250,000 Entry Premium Shares previously issued by Sadot. In consideration for the Company’s retention of those shares, the negotiated termination and unwinding, the mutual releases and the parties’ desire to maintain a constructive strategic relationship, the Company will issue to Sadot 500,000 shares of the Company’s common stock (the “VisionWave Consideration Shares”). The VisionWave Consideration Shares will constitute full and final consideration to Sadot with respect to the Company’s retention of the Entry Premium Shares. The VisionWave Consideration Shares are to be issued within three (3) Business Days following the Effective Date, subject to Sadot providing the Company and its transfer agent with such information and documentation as may reasonably be required to effect the issuance. The parties intend that the termination of the CMJV arrangement will not prevent them from evaluating other mutually beneficial opportunities in the future.
CM Rights Retained by the Company. Sadot ceased to be a beneficiary of the CM Acknowledgment and disclaimed any right, title or interest in or to the CM Rights, the loans made by the Company and VisionWave Israel to CM, the related collateral, the share purchase agreement with the Seller and the other assets of CMJV, the Company and VisionWave Israel. The Company, VisionWave Israel and CMJV may, as among themselves, retain the Contribution Agreement in effect, rescind it or otherwise deal with the CM Rights as they determine, and may retain or amend the CM Acknowledgment and the loan agreement with CM as they and CM may agree. The Company’s rights and remedies against CM and the Seller under the loan agreement, the share purchase agreement and the related agreements, including in respect of the Financial Statement Deficiency, are not affected by the Letter Agreement.
Indemnification. The Company, VisionWave Israel and CMJV, jointly and severally, agreed to indemnify Sadot and its representatives against losses arising out of or relating to the CM Rights, the loan documents with CM, the share purchase agreement, the Company’s memorandum of understanding with Belrise, the settlement agreement with Giza, the insolvency proceedings affecting CM’s subsidiary, the obligations retained by the Company under the JV Agreement, and any claim by CM, the Seller or any other person in respect thereof, and against any claim in respect of CMJV or its affairs.
“plans,” “may,” “will,” “evaluating” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including: the Company’s ability to recover amounts advanced to CM, which is in default under its loan agreement and has stated that it cannot produce audited financial statements; the value and enforceability of the Company’s collateral and other rights against CM and the Seller under Israeli law; the insolvency proceedings affecting CM’s subsidiary; the Company’s indemnification obligations to Sadot under the Letter Agreement; the accounting consequences of the termination, including any impairment; the Company’s ability to pursue the CM opportunity, or any alternative transaction, without a co-investor; and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and its subsequent filings with the SEC. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation to update them except as required by law.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.02 is incorporated herein by reference. Pursuant to the Letter Agreement, the Company has agreed to issue 500,000 shares of its common stock to Sadot as the VisionWave Consideration Shares. The VisionWave Consideration Shares will be issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder, to a single accredited investor that has represented that it is acquiring the shares for investment and not with a view to distribution, without general solicitation or advertising, in consideration of the Company’s retention of the 250,000 Entry Premium Shares and the other matters described in Item 1.02. The VisionWave Consideration Shares will be restricted securities and will bear a restrictive legend. No underwriting discounts or commissions will be paid in connection with the issuance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.