[8-K] VisionWave Holdings, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

VisionWave Holdings (VWAV) signed a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. giving VisionWave the option, for up to 24 months, to sell as much as $50 million of common stock to the investor at 97 % of the lowest VWAP during the three-day pricing window that begins on each advance notice date. Each advance is limited to 100 % of the prior five-day average trading volume and the company may include a self-defined floor price.

Concurrently, YA II funded a $3 million tranche of a $5 million Pre-Paid Advance via 6 % convertible notes issued at a 6 % discount; the remaining $2 million funds once the resale registration statement is effective. Notes convert at the lower of $10.00 or 93 % of the lowest five-day VWAP, but not below a $1.00 floor and are subject to a 4.99 % ownership cap. If VWAP stays below the floor for five of seven trading days or the Nasdaq exchange-cap is reached, VisionWave must make monthly cash payments of $750 k plus 5 % and accrued interest. Default interest rises to 18 %.

Fees include a $35 k structuring fee, 200,000 shares issued as an equity fee, and a $500 k commitment fee payable in two stock instalments. Proceeds are earmarked for working capital. VisionWave can terminate the SEPA with five trading days’ notice if no advance notices are outstanding.

Positive

• Access to up to $50 million in flexible equity financing over 24 months.
• Immediate liquidity via $3 million funded and a further $2 million to come post-registration.
• Company retains control over timing and size of each draw and may impose a floor price.

Negative

• Equity sales priced at a 3 % discount to VWAP plus additional share-based fees create significant dilution risk.
• Convertible notes convert at up to a 7 % discount to VWAP with a $1.00 floor, potentially pressuring the share price.
• Monthly $750 k +5 % cash repayments triggered if VWAP stays below the floor or exchange-cap is hit.
• 18 % default interest and $500 k commitment fee add to financing cost.

Insights

Securities Analyst

TL;DR – Adds $50 M liquidity but at meaningful dilution and discount.

The SEPA provides VisionWave with a two-year, on-demand equity line that can cover sizeable capital needs without immediate leverage. Immediate access to $3 M (and another $2 M post-registration) shores up near-term liquidity. Management also controls timing and may set minimum prices, limiting downside. However, the 3 % pricing discount, share fees, and low $1.00 conversion floor create material dilution risk. The monthly $750 k repayment trigger if VWAP breaks the floor could pressure cash flow. Overall impact is balanced: liquidity positive, dilution and covenant triggers negative.

Risk Analyst

TL;DR – Structure exposes shareholders to dilution & downside price pressure.

Convertible notes issued at a 6 % discount and convertible at up to a 7 % discount to VWAP incentivise selling pressure, while the $1.00 floor leaves room for >80 % price decline before conversion stops. The 18 % default rate and mandatory $750 k monthly payments after a floor-price or exchange-cap trigger add liquidity strain precisely when the stock is weak. Up-front fees (200 k shares plus $35 k cash and $500 k share-settled fee) immediately dilute holders with no operational benefit. I view the agreement as net-negative for existing shareholders.

false 0002038439 0002038439 2025-07-25 2025-07-25 0002038439 VWAV:CommonStockParValue0.01PerShareMember 2025-07-25 2025-07-25 0002038439 VWAV:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member 2025-07-25 2025-07-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 25, 2025

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 July 25, 2025, VisionWave Holdings Inc. (the “Company”) entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Investor”) pursuant to which the Company has the right to sell to Investor up to $50 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA, from time to time during the term of the SEPA.

Upon the satisfaction of the conditions to Investor’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Investor to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Investor (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.

The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Investor. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.

In connection with the SEPA, and subject to the condition set forth therein, Investor has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $5.0 million (the “Pre-Paid Advance”). The first Pre-Paid Advance was disbursed on July 25, 2025 with respect to $3.0 million and the balance of $2.0 million will be disbursed upon the registration statement registering the resale of the shares of common stock issuable under the SEPA being declared effective. The purchase price for the Pre-Paid Advance is 94% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date will be 12-months after the closing of each tranche of the Pre-Paid Advance. Investor may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of $10.00 or 93% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than $1.00 (the “Floor Price”). In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable and the Company shall pay to Investor the principal and interest due thereunder. In no event shall Investor be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Investor and its affiliates would exceed 4.99% of the outstanding shares of the common stock of the Company. If any time on or after the issuance of the Convertible Notes (i) the daily VWAP is less than the Floor Price for five trading days during a period of seven consecutive trading days (“Floor Price Trigger”), or (ii) the Company has issued in excess of 99% of the shares of common stock available under the Exchange Cap, where applicable ( “Exchange Cap Trigger” and collectively with the Floor Price Trigger, the “Trigger”)), then the Company shall make monthly payments to Investor beginning on the seventh trading day after the Trigger and continuing monthly in the amount of $750,000 plus an 5.0% premium and accrued and unpaid interest. The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the SEPA in excess of 19.99% of the aggregate number of shares of common stock issued and outstanding as of the effective date of the SEPA (the “Exchange Cap”).

Investor, in its sole discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice under the SEPA requiring the issuance and sale of shares of common stock to Investor at the Conversion Price in consideration of an offset of the Convertible Notes (“Investor Advance”). Investor, in its sole discretion, may select the amount of any Investor Advance, provided that the number of shares issued does not cause Investor to exceed the 4.99% ownership limitation, does not exceed the Exchange Cap or the number of shares of common stock that are registered. As a result of a Investor Advance, the amounts payable under the Convertible Notes will be offset by such amount subject to each Investor Advance.

The Company will control the timing and amount of any sales of shares of common stock to Investor, except with respect to Investor Advances. Actual sales of shares of common stock to Investor as an Advance under the SEPA will depend on a variety of factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.

The SEPA will automatically terminate on the earliest to occur of (i) the 24-month anniversary of the date of the SEPA or (ii) the date on which Investor shall have made payment of Advances pursuant to the SEPA for shares of common stock equal to $50,000,000. We have the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Investor pursuant to the Convertible Notes. The Company and Investor may also agree to terminate the SEPA by mutual written consent. Neither the Company nor Investor may assign or transfer our respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived by us or Investor other than by an instrument in writing signed by both parties.

As consideration for Investor’s commitment to purchase the shares of common stock pursuant the SEPA, the Company paid Investor, (i) a structuring fee in the amount of $35,000 and (ii) 200,000 shares of common stock as an equity fee. Further, the Company is required to pay Investor a commitment fee of $500,000 of which $250,000 shall be due and payable on the earlier of the effective date of the initial registration statement, or 60 days following the date hereof and the remaining $250,000 shall be due and payable on the date that is 90 days following the initial due date to be paid by the issuance of such number of common shares that is equal to the applicable portion of the commitment fee divided by the average of the daily VWAPs of the common shares during the three trading days immediately prior to the applicable due date.

The SEPA contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The net proceeds under the SEPA to the Company will depend on the frequency and prices at which the Company sells its shares of common stock to Investor. The Company expects that any proceeds received from such sales to Investor will be used for working capital and general corporate purposes.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares, nor shall there be any sale of shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

In the Purchase Agreement, Investor represented to the Company, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to Investor in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Index of Exhibits

Exhibit No.		Description
10.1		Standby Equity Purchase Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd.
10.2		Form of Convertible Promissory Notes issued to YA II PN, Ltd.
10.3		Registration Rights Agreement, dated July 25, 2025, between VisionWave Holdings, Inc. and YA II PN, Ltd.
10.4		Global Guaranty Agreement by VisionWave Technologies, Inc. in favor of YA II PN, LTD. dated July 25, 2025
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: July 28, 2025
VisionWave Holdings, Inc.
By:	/s/ Noam Kenig
Name:	Noam Kenig
Title:	Chief Executive Officer

FAQ

How large is VisionWave's (VWAV) Standby Equity Purchase Agreement?

The SEPA allows the company to sell up to $50 million of common stock over a 24-month period.

At what price will shares be sold under the SEPA?

Shares are priced at 97 % of the lowest VWAP during the three trading days after each advance notice.

How much immediate funding does VisionWave receive from the prepaid advance?

$3 million was funded on 25 Jul 2025; an additional $2 million will fund once the resale registration is effective.

What is the conversion price for the convertible notes?

Notes convert at the lower of $10.00 or 93 % of the lowest five-day VWAP, but not below a $1.00 floor.

Can VisionWave terminate the SEPA early?

Yes. The company may end the agreement with five trading days’ notice if no advance notices are outstanding and all note amounts are repaid.

What fees did VisionWave agree to pay the investor?

Fees include a $35 k structuring fee, 200,000 shares as an equity fee, and a $500 k commitment fee payable in stock.