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VisionWave Holdings, Inc. S-1 Filings

VWAV NASDAQ

Every S-1 that VisionWave Holdings, Inc. (VWAV) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-1 covers the registration statement a company files to sell shares publicly, so if you follow VWAV and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VWAV filings page.

Rhea-AI Summary

VisionWave Holdings, Inc. is registering 6,244,194 shares of common stock for resale by existing stockholders. This includes 2,810,861 outstanding shares, 2,100,000 shares issuable upon exercise of Blade Ranger–related pre-funded warrants, and 1,333,333 shares issuable upon exercise of a warrant held by YA II PN Ltd.

The company will not sell shares in this offering and will receive no proceeds from resales, other than nominal amounts if the pre-funded warrants are exercised and any cash exercise of the $9.00 warrant. The prospectus describes recent transactions, including a staged equity exchange resulting in VisionWave owning about 41% of SaverOne, the Blade Ranger acquisition funded with stock and pre-funded warrants, and a $20 million senior loan plus warrant financing from YA II. Extensive risk factors highlight capital needs, potential dilution from warrants and equity facilities, complex acquisition and joint venture plans, and operational and geopolitical risks tied to defense and drone technologies with significant activity in Israel.

Rhea-AI Summary

VisionWave Holdings, Inc. has filed a resale registration covering 6,148,943 shares of common stock. This includes 2,715,610 existing shares, 2,100,000 shares issuable upon exercise of pre-funded warrants and 1,333,333 shares issuable upon exercise of a warrant.

The shares may be sold from time to time by selling stockholders, and VisionWave is not selling any shares itself. The company will receive only nominal proceeds from exercises of the pre-funded warrants and any proceeds if the $9.00 warrant is exercised. As of April 15, 2026, 23,847,137 shares of common stock were outstanding.

The filing describes recent strategic moves, including the Blade Ranger acquisition paid with 1,500,000 shares and pre-funded warrants, a staged equity exchange with SaverOne, and a $20,000,000 senior loan and warrant financing from YA II PN, Ltd. It also highlights significant risk factors around capital needs, dilution from warrant structures and financing agreements, and execution risks in defense and AI-driven unmanned systems.

Rhea-AI Summary

VisionWave Holdings, Inc. has filed an amended Form S-1 to register for resale up to 10,200,000 shares of its common stock for YA II PN, Ltd. under a Standby Equity Purchase Agreement (SEPA).

The registration covers 200,000 commitment shares already issued to YA II and up to 10,000,000 additional shares that may be issued if VisionWave sells stock to YA II over time. VisionWave will not receive proceeds from YA II’s resale of these shares, but it may raise up to $50.0 million by selling shares to YA II at 97% of the lowest three-day VWAP, subject to trading-volume, ownership and exchange caps.

YA II has already provided a $5.0 million pre-paid advance via convertible notes purchased at 94% of principal, bearing 6% interest (rising to 18% on default) and convertible at the lower of $10.00 or 93% of five-day VWAP, with a $1.00 floor price and a 4.99% ownership cap. As of January 22, 2026, VisionWave had 19,563,350 shares outstanding, rising to 29,563,350 if all 10,200,000 registered shares are issued.

Rhea-AI Summary

VisionWave Holdings, Inc. filed Amendment No. 1 to a Form S-1 to register the resale of up to 10,200,000 shares of common stock by YA II PN, LTD., from time to time. This includes up to 10,000,000 shares issuable under a Standby Equity Purchase Agreement (SEPA) and 200,000 Commitment Shares issued as consideration.

The company will not receive proceeds from sales by YA II. Separately, the SEPA permits VisionWave to sell up to $50,000,000 of stock to YA II, with each Advance priced at 97% of the lowest daily VWAP over three trading days, subject to conditions and an Exchange Cap. YA II provided a $5.0M Pre‑Paid Advance via Convertible Notes (first $3.0M funded on July 25, 2025; remaining $2.0M upon effectiveness) at 6.0% interest.

Convertible Notes are convertible at the lower of $10.00 or 93% of the lowest daily VWAP over five days, with a Floor Price of $1.00 and a 4.99% beneficial ownership cap. Amortization events can trigger $750,000 monthly payments plus a 5.0% premium and accrued interest. Shares outstanding were 14,996,603 as of November 11, 2025.