VisionWave signs term sheet to acquire controlling stake in AI perimeter security firm D-Fence for stock

VisionWave Holdings, Inc.

VisionWave to acquire at least 51% of D-Fence in exchange for common stock; initial implied valuation ~$5M, remaining 49% at ~$20M.
No cash consideration; VisionWave may provide up to $1M/year loan to D-Fence for operating expenses.
Price protection mechanism: if stock price drops within 6 months, additional shares issued to D-Fence shareholders, diluting existing holders.
Definitive agreement expected by Sep 30, 2026; closing by Oct 15, subject to due diligence, shareholder approval, and regulatory approvals.
D-Fence's AI perimeter security deployed in 100+ projects across 12 countries, including Ben Gurion Airport and Israel Defense Forces.

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