NASDAQ: VWAVW

Our proprietary AI engine (U.S. trademark application
pending) serves as the core autonomy layer, enabling embedded, edge-based decision-making with low-latency sensor fusion, perception,
and predictive control. This technology powers our product lines, which are at various stages of prototype development, pilot testing,
and commercialization readiness. Products are designed to be “ready for deployment,” with manufacturing and delivery upon
customer orders, supplemented by non-recurring engineering (“NRE”) efforts for customizations such as payload configurations,
colors, or mission-specific adaptations. We generate revenue through direct product sales, technology licensing to defense contractors
and governments, strategic alliances for co-development, and joint ventures for large-scale manufacturing and deployment.

VisionWave was established through a business combination
(the “Business Combination”) with Bannix Acquisition Corp. (“Bannix”), a special purpose acquisition company,
consummated on July 14, 2025, pursuant to the Amended and Restated Business Combination Agreement dated September 6, 2024. Prior to the
Business Combination, Bannix was a blank-check company incorporated on January 21, 2021. In exchange, each share of VisionWave Technologies
was converted into 4,041 shares of our common stock, resulting in the issuance of approximately 11,000,000 shares for 2,722 shares of
VisionWave Technologies outstanding immediately prior to closing. Following the Business Combination, we became a public company with
access to capital markets to fund research and development (“R&D”), pilot programs, and market expansion.

Industry Overview

The global defense industry is supported by sustained
government demand for modernization, readiness, and replenishment, with increasing emphasis on uncrewed systems and autonomy-enabled capabilities.
Spending priorities include integrated air and missile defense, precision munitions, C4ISR, and the development and fielding of uncrewed
platforms across air and ground domains. Regulatory regimes—including export controls and evolving international norms related to
autonomous weapon systems—may affect product development, international sales, and supply chain planning.

Our Solutions and Technologies

Our portfolio comprises nine interconnected product
lines, progressing from proof-of-concept to production-ready prototypes, with several undergoing client trials and demonstrations. These
solutions leverage our EI™ AI engine for real-time, edge-based processing in GPS-denied or contested environments, integrating proprietary
algorithms for radio wave analysis, neuromorphic vision, and 2D/3D RF imaging. Development is conducted in-house, without reliance on
open-source models, and focuses on modularity for seamless integration with existing platforms.

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The following table summarizes our key product lines
as of the date hereof:

Product Line
Description
Domain
Status and Key Features

C-UAS (Counter-Unmanned Aircraft System)
Autonomous detection, tracking, and neutralization of aerial threats using onboard AI-driven sensors and effectors.
Air
Pilot testing completed Q2 2025; live-fire demonstrations Q3 2025; integrated into U.S. Army proposals; commercial rollout targeted for 2026.

Multi-Purpose Autonomous UAS
Versatile unmanned aerial systems configurable for reconnaissance, perimeter protection, search-and-rescue, with modular payloads.
Air
Pilot testing Q2 2025; showcased at AUSA expo; initial commercial sales in 2025; endurance up to 2 hours with EI™ autonomy.

Vision-AI Technology
Bio-inspired, pixel-level visual processing for superior adaptability and speed over traditional thermal or EO/IR systems.
Cross-Domain
Demonstrations Q3 2025; neuromorphic algorithms enable low-light/object recognition; commercial availability 2025.

Vision-RF Imaging System
Patented conversion of RF signals into 2D/3D video feeds, effective in indoor, underwater, or subterranean settings.
Cross-Domain
Demonstrations planned Q1 2026; disrupts surveillance markets; sub-meter precision geolocation.

High-Resolution Radar System
Real-time threat detection and tracking for dynamic objects, integrable with active protection or weapon systems.
Cross-Domain
Pilot integrations completed; commercial 2025; supports 360-degree coverage in cluttered environments.

Remote Weapon Station (RWS)
Stabilized, high-elevation platforms for vehicle or naval mounting, with precision targeting and AI-assisted fire control.
Ground/Sea
Demonstrations Q4 2025; acquired integration from partner; production lines established; compatible with legacy turrets.

Unmanned Ground Vehicle (UGV)
Stealthy, low-noise robotic platforms for special forces, law enforcement, or medical evacuation in urban/rough terrain.
Ground
Prototypes field-tested; EI™ enables swarm coordination; initial deployments targeted for 2026.

Active Protection System (APS)
Modular, solid-state defense against short-range threats like FPV drones, RPGs, or ATGMs; vehicle-agnostic integration.
Ground
Prototype aligned with India upgrade programs; trials ongoing; intercepts at 50-100m range.

In 2024, VisionWave significantly strengthened its
intellectual property portfolio through the acquisition of key patents from Tokenize. This includes the acquisition of 6 approved patents,
Patent numbers: 10,521,614, 10,853,327, 11,663,167, 11,527,104, 11,302,032, 12,014,521 and one pending patent application, 18/743.171.
These patents, which focus on AI-powered RF imaging and autonomous systems, reinforce VisionWave’s leadership in these advanced
technological sectors. This strategic acquisition enhances our ability to innovate and deliver state-of-the-art solutions for defense,
homeland security, and beyond, further solidifying VisionWave’s competitive edge in the global market. U.S. trademark registration
is pending and not guaranteed for our trademark. Our trademark is VisionWave’s real-time, embedded AI engine engineered for split-second,
on-device decision-making in contested or bandwidth-limited environments. Its modular architecture combines multi-modal sensor fusion
with a deterministic, edge-optimized runtime to deliver low-latency perception, prediction, and control across drones, unmanned ground
vehicles, guided munitions, sensors and humanoid robotics. EI is intended to serve as a common autonomy layer across sensors and platforms.
Separately, VisionWave has filed a U.S. trademark application for our trademark (Serial No. 99317884); registration is not guaranteed
and remains subject to standard USPTO examination.

Key Developments in Fiscal Year 2025

The year ended September 30, 2025, marked our transition
to a public entity and initial commercialization efforts, with significant milestones in financing, partnerships, and product validation:

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●
Business
Combination and Public Listing: The July 14, 2025 closing of the Business Combination
with Bannix enabled Nasdaq trading commencement and unlocked public market access. Post-merger,
authorized shares include 150,000,000 common shares (par value $0.01) and 10,000,000 preferred
shares (par value $0.01).

●Financing
Initiatives: On July 25, 2025, we entered a Standby Equity Purchase Agreement (“SEPA”)
with YA II PN, Ltd., providing up to $50 million in equity financing through common stock
sales, subject to volume limits and Nasdaq rules. This included issuance of 200,000 commitment
shares, a $35,000 structuring fee, and a $500,000 commitment fee payable in shares. We received
$3 million in pre-paid convertible advances on July 25 and an additional $2 million on September
11, 2025, under notes bearing 6% interest (up to 18% on default), maturing in 12 months,
and convertible at the lower of $10.00 or 93% of the five-day volume-weighted average price
(with a $1.00 floor).

●Strategic
Partnerships and Acquisitions: Formed a joint venture on August 25, 2025, with AIPHEX,
GBT Tokenize, and GBT Technologies for defense technology co-development. Signed a Memorandum
of Understanding (“MoU”) with VEDA Aeronautics on September 2, 2025, for Indian
defense programs. Executed a Memorandum of Agreement (“MOA”) with a U.S. defense
contractor on July 25, 2025, designating us as design authority and subcontractor for U.S.
market, Foreign Military Sales (“FMS”), and Foreign Military Financing (“FMF”)
opportunities. Entered an AI infrastructure agreement with PVML Ltd. on October 5, 2025,
and a consulting agreement with Crypto Treasury Management on September 26, 2025, for digital
asset strategies (up to $300 million potential). Acquired RWS integration capabilities from
a partner, establishing production lines. On December 3, 2025, we entered into a Share Purchase
Agreement (the “Solar Agreement”) with BladeRanger Ltd., a company organized
under the laws of Israel and listed on the Tel Aviv Stock Exchange under the ticker “BLRN”
(“Blade”), and, solely for purposes of acknowledgment and certain covenants therein,
Solar Drone Ltd., an Israeli corporation (“Solar Drone”). Pursuant to the Agreement,
the Company will acquire all of the issued and outstanding shares of the Solar Drone (the
“Solar Drone Acquisition”) from Blade in consideration for the issuance by the
Company to Blade (or its designee(s)) of 1,800,000 shares of the Company’s common stock,
$0.01 par value per share (the “Buyer Shares”), and, if the average daily volume-weighted
average price (“VWAP”) of the Company’s common stock for the five Trading
Day period immediately preceding the date of effectiveness of the registration statement
registering the resale of the Buyer Shares is less than $12.00 per share, Pre-Funded Common
Stock Purchase Warrants (the “Pre-Funded Warrants”) to purchase a number of additional
shares of the Company’s common stock (the “Warrant Shares”) equivalent
to the difference between $21,600,000 and the aggregate value of the Buyer Shares based on
such VWAP, such that the aggregate consideration has a value of $21,600,000.

●Product
and Pilot Milestones: Completed pilot testing for C-UAS, Multi-Purpose UAS, and Vision-AI
in Q2 2025, securing a $30,000 order from a U.S. contractor subsidiary. Conducted live-fire
trials in Abu Dhabi in September 2025 outperforming global competitors. Advanced Israeli
Ministry of Defense border security deployment for Q4 2025 and India Ministry of Defense
10-year agreement discussions, including APS trials and local manufacturing feasibility.
Showcased products at the AUSA expo in October 2025 and submitted proposals to the U.S. Army’s
Joint Counter-small Unmanned Aircraft Systems Office (“JCO”).

●Governance:
Appointed independent directors Haggai Ravid, Chuck Hansen, Eric Shuss, Judit Nagypal and
Atara Atara Dzikowski.

Customers and Markets

Our target customers include U.S. and allied defense
contractors, government agencies (e.g., U.S. Army, NATO members, Ministries of Defense in Israel and India), homeland security organizations,
and industrial clients in surveillance and inspection. Revenue is derived from pilot orders, NRE fees, product sales, and licensing. In
2025, 100% of limited revenue came from U.S.-based pilots, with no single customer exceeding 50% due to our early-stage diversification
efforts.

We serve global markets, with a focus on high-growth
regions: North America (U.S. Army programs and expos); Middle East (UAE and Israel border security); and Asia-Pacific (India’s modernization
initiatives). International sales require compliance with export controls, and we anticipate 60% of future revenue from non-U.S. sources,
particularly India.

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Competition

The defense technology sector is highly competitive,
characterized by rapid innovation in AI, drones, and sensing technologies. We compete with established primes possessing greater resources,
established relationships, and scale, as well as emerging players in autonomous systems. Our differentiation stems from proprietary EI™
integration, cost-effective modularity, and partnerships that mitigate entry barriers. However, shifts in drone/AI landscapes could erode
our position without continuous R&D investment.

Regulation

Our operations are governed by U.S. securities laws,
Nasdaq listing standards (e.g., independent board majority, audit/compensation committees per Rule 10A-3), and defense-specific regulations
including International Traffic in Arms Regulations (“ITAR”) and evolving AI/ethical standards. We are not an investment company
under the Investment Company Act of 1940, as less than 40% of assets are in securities. Cryptocurrency activities require anti-money laundering
(“AML”)/know-your-customer (“KYC”) compliance and may incur a 1% excise tax on stock repurchases. No material
violations occurred in 2025, with compliance costs of $450,000.

Human Capital

Our team comprises 12 employees and consultants as of September 30, 2025, with
70% in technical R&D roles. Key executives include Interim CEO and Executive Chairman Douglas Davis, CTO Danny Rittman, CFO Erik Klinger,
CRO Elad Shoval, COO David Allon, and Senior Engineer Jaz Williman. We lack key man insurance and have no family relationships among officers.
Retention strategies include equity incentives and consulting agreements.

Available Information

Our Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any amendment to these reports are filed with the SEC. Such reports and other information filed by us with the
SEC are available free of charge on our website at investors.authid.ai as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. The SEC maintains an internet site that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC at www.sec.gov. The information contained on the
websites referenced in this Form 10-K is not incorporated by reference into this filing.