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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): 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 |
|
