VisionWave (NASDAQ: VWAV) revises $50M standby equity and note terms

Rhea-AI Filing Summary

VisionWave Holdings, Inc. entered into Amendment No. 1 to its Standby Equity Purchase Agreement with YA II PN, Ltd., which gives the company the right to sell up to $50 million of common stock over time. In connection with this facility, VisionWave had previously issued two convertible promissory notes totaling $5,000,000, with notes of $3,000,000 and $2,000,000 issued in July 2025 and September 2025.

The amendment removes the investor’s prior ability to force purchases of common stock through Investor Notices to offset note amounts, and it adjusts the conditions for an Amortization Event so that registration-related issues will not trigger an event before the July 15, 2026 Rule 144 Date, and afterward so long as VisionWave is current in SEC filings and the investor can rely on Rule 144. It also cancels the investor’s obligation to provide an additional $2,000,000 in funding under a prior letter agreement, while allowing future fundings by mutual agreement, and requires VisionWave to use best efforts to respond to SEC staff comments and seek effectiveness of its Form S-1 registration statement.

Insights

Capital markets and credit analyst

VisionWave trades loss of a committed $2M for more control and clearer note terms.

The amendment reshapes VisionWave’s standby equity and note structure with YA II PN, Ltd. The facility still allows issuances of up to $50 million in common stock, but the investor can no longer compel share issuances via Investor Notices to offset the $5,000,000 of outstanding convertible notes. This shifts issuance decisions more firmly to the company, which can matter for managing dilution and timing of capital raises.

The changes to Amortization Event conditions reduce the risk that registration-related technical issues trigger adverse note consequences, at least until the July 15, 2026 Rule 144 Date and thereafter while filings remain current and Rule 144 is usable. At the same time, the investor’s obligation to provide an additional $2,000,000 is cancelled, meaning less committed near-term liquidity and more dependence on future mutually agreed funding or the S-1 becoming effective. The requirement for the company to use best efforts to respond to SEC comments on its Form S-1 highlights that progress on that registration is important for how this financing structure functions.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 19, 2026

VisionWave Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-72741		99-5002777
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

300 Delaware Ave., Suite 210 # 301 Wilmington, DE.		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (302) 305-4790

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		VWAV		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		VWAVW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 19, 2026, VisionWave Holdings, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Standby Equity Purchase Agreement, dated as of July 25, 2025 (the “SEPA”), by and between the Company and YA II PN, Ltd. (the “Investor”).

Pursuant to the SEPA, the Company has the right to issue and sell to the Investor, from time to time, up to $50 million of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In connection with the SEPA, the Company issued to the Investor two convertible promissory notes (the “Promissory Notes”) in the aggregate original principal amount of $5,000,000, with the first note in the principal amount of $3,000,000 issued on July 25, 2025, and the second note in the principal amount of $2,000,000 issued on September 11, 2025.

The Amendment amends the SEPA to, among other things:

(i) remove the Investor’s ability to deliver Investor Notices, which previously allowed the Investor to require the Company to issue and sell shares of Common Stock to the Investor in offset of amounts outstanding under the Promissory Notes;

(ii) modify the conditions under which an Amortization Event (as defined in the Promissory Notes) may occur, providing that no Amortization Event shall be deemed to have occurred due to a Registration Event (as defined in the Promissory Notes) prior to July 15, 2026 (the “Rule 144 Date”), and after the Rule 144 Date, no such Amortization Event shall occur so long as the Company remains current on its filings with the Securities and Exchange Commission (the “SEC”) and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended, to resell shares of Common Stock issuable under the Promissory Notes;

(iii) cancel the Investor’s obligation to fund an additional $2,000,000 in principal amount to the Company as set forth in a letter agreement dated September 11, 2025, between the Company and the Investor (provided that subsequent fundings on the same or different terms may be mutually agreed by the parties in the future and documented in writing); and (iv) require the Company to use its best efforts to promptly respond to comments from the staff of the SEC regarding the Company’s initial Registration Statement on Form S-1 (File No. 333-289952) and seek effectiveness of such Registration Statement as soon as reasonably practicable.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the SEPA, as amended by the Amendment, showing the changes effected by the Amendment, is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. For a more detailed description of the SEPA, please refer to the Company’s Registration Statement on Form S-1/A filed with the SEC on September 10, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 to the Standby Equity Purchase Agreement, dated as of January 19, 2026, by and between VisionWave Holdings, Inc. and YA II PN, Ltd.
10.2	Standby Equity Purchase Agreement, dated as of July 25, 2025, by and between VisionWave Holdings, Inc. and YA II PN, Ltd., as amended by Amendment No. 1 dated as of January 19, 2026 (redlined to show changes).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: January 23, 2026
VisionWave Holdings, Inc.
By:	/s/ Douglas Davis
Name:	Douglas Davis
Title:	Interim Chief Executive Officer

FAQ

What agreement did VisionWave Holdings (VWAV) amend in this 8-K?

VisionWave amended its Standby Equity Purchase Agreement with YA II PN, Ltd., originally dated July 25, 2025, which allows the company to issue and sell up to $50 million of common stock over time.

How much note financing is outstanding under VisionWave’s standby equity arrangement?

In connection with the standby equity facility, VisionWave issued two convertible promissory notes with an aggregate original principal amount of $5,000,000, consisting of a $3,000,000 note issued on July 25, 2025 and a $2,000,000 note issued on September 11, 2025.

What key rights of the investor were changed by the VisionWave amendment?

The amendment removes the investor’s ability to deliver Investor Notices, which had allowed the investor to require VisionWave to issue and sell shares of common stock to offset amounts outstanding under the promissory notes.

How did VisionWave change the Amortization Event conditions on its promissory notes?

The amendment provides that no Amortization Event will be deemed to occur due to a Registration Event before the July 15, 2026 Rule 144 Date, and after that date no such event will occur so long as VisionWave remains current in its SEC filings and the investor can rely on Rule 144 to resell shares issuable under the notes.

What happened to the additional $2,000,000 funding commitment to VisionWave?

The amendment cancels the investor’s obligation to fund an additional $2,000,000 in principal that had been set out in a letter agreement dated September 11, 2025, though the parties may agree on subsequent fundings in the future in writing.

What obligations does VisionWave have regarding its Form S-1 registration statement?

VisionWave is required to use its best efforts to promptly respond to SEC staff comments on its initial Form S-1 (File No. 333-289952) and to seek effectiveness of that registration statement as soon as reasonably practicable.