{"url_path":"/sec/vwav/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000771-index.html","accession_number":"0001731122-26-000771","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000771-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":1298,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors**\n\n \n\nAs of March 31, 2026, there have been no material changes to the risk factors\npreviously disclosed in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 16, 2026 (the\n“S-1”), which is incorporated by reference herein. The following risk factors supplement and highlight certain risks from\nthe S-1 that remain particularly material to the Company in light of events occurring during the quarter ended March 31, 2026. These risks,\ntogether with those in the S-1 and our other SEC filings, could materially and adversely affect our business, financial condition, results\nof operations, cash flows, and the trading price of our Common Stock. Investors should carefully consider these risks before making any\ninvestment decision.\n\n \n\n**We have a history of operating losses, limited operating history,\nand substantial doubt about our ability to continue as a going concern.**\n\n \n\nWe are an early-stage company with limited operating history. We have incurred\nsignificant net losses since inception, and we expect to continue to incur substantial operating losses as we advance our technology development,\nintegration initiatives (including Solar Drone and the SaverOne platform), and commercialization efforts. As of March 31, 2026, our liquidity\nposition and cash runway remain limited. These factors raise substantial doubt about our ability to continue as a going concern within\none year after the date these financial statements are issued. Our ability to continue operations depends on our ability to obtain additional\nfinancing, generate revenue from customer orders, and achieve positive cash flow, none of which is assured.\n\n \n\n79\n\n \n\n \n\n**We will require significant additional capital, and future financings\nmay result in substantial dilution or be unavailable on acceptable terms.**\n\n \n\nOur business plan requires substantial capital to fund operations, technology\nintegration, manufacturing scale-up, and milestone payments under existing agreements. Although we completed the Stage 1 Closing under\nthe SaverOne Exchange Agreement and received net proceeds from the YA II PN Ltd. senior loan in February 2026, we will need additional\nfunding. Failure to obtain financing on commercially reasonable terms (or at all) could force us to delay, scale back, or abandon our\ndevelopment and commercialization plans, which would materially and adversely affect our business, financial condition, and results of\noperations.\n\n \n\n**Our recent strategic transactions, including the SaverOne Exchange\nAgreement and BladeRanger/Solar Drone acquisition, involve significant integration, milestone, and execution risks.**\n\n \n\nThe SaverOne transaction is structured in three stages, with Stage 1 completed\non March 5, 2026. Achievement of Stages 2 and 3 is contingent upon operational and commercial milestones, regulatory approvals, and compliance\nwith Nasdaq listing rules. The BladeRanger transaction includes potential issuance of Additional Pre-Funded Warrants if the VWAP condition\nis not met. Failure to achieve milestones, integrate acquired technologies and operations (including Solar Drone), or satisfy regulatory\nor shareholder approval requirements could result in loss of strategic benefits, unexpected costs, dilution, or termination of the arrangements,\nany of which would materially and adversely affect our business and financial condition.\n\n \n\n**The senior secured loan from YA II PN Ltd. and associated Warrant\nexpose us to repayment obligations, restrictive covenants, and dilution risks.**\n\n \n\nIn February 2026, we entered into a $20 million senior loan (with 15% OID)\nevidenced by a Promissory Note and issued a Warrant to purchase 1,333,333 shares of Common Stock. The Note carries default interest at\n18% and is secured by a global guaranty. Events of default or failure to satisfy payment obligations could accelerate repayment and materially\nimpair our liquidity. Exercise of the Warrant and any future equity issuances will cause dilution to existing stockholders.\n\n \n\n**We face significant dilution risk from outstanding and potential\nfuture issuances of Common Stock, Pre-Funded Warrants, and other securities.**\n\n \n\nAs of March 31, 2026, we have outstanding Pre-Funded Warrants (initial\nand potential Additional PFWs under the BladeRanger Agreement), the YA II Warrant, and shares issuable under the SaverOne Exchange Agreement\nand management pools. The S-1 registers resale of approximately 6,148,943 shares (including Warrant Shares). Additional issuances pursuant\nto these instruments, the 2024 and 2025 Incentive Plans, or future financings will dilute existing stockholders and may depress our stock\nprice.\n\n \n\n**Commercialization of our technologies is subject to technical, regulatory,\nand market acceptance risks.**\n\n \n\nOur products are in various stages of development, prototype testing, and\nearly commercialization (including Solar Drone solar-panel cleaning and defense applications). There can be no assurance that we will\nsuccessfully complete development, obtain necessary certifications, secure large-scale purchase orders, or achieve market acceptance.\nDelays or failure in any of these areas would materially and adversely affect our revenue, results of operations, and financial condition.\n\n \n\n80\n\n \n\n \n\n**Our intellectual property may not provide adequate protection, and\nwe may infringe third-party rights.**\n\n \n\nWe rely on patents, trade secrets, and other intellectual property to protect\nour technologies, including the recently acquired xCalibre™ AI video intelligence portfolio and provisional patent filings. There\ncan be no assurance that our patents will issue, be enforceable, or provide meaningful commercial protection. We may face claims of infringement\nor challenges to our IP rights, any of which could result in costly litigation, licensing obligations, or loss of competitive advantage.\n\n \n\n**We are subject to stringent regulatory, export-control, and Nasdaq\ncontinued-listing requirements.**\n\n \n\nOur defense and homeland-security technologies are subject to U.S. and\nIsraeli export controls, ITAR/EAR requirements, and other governmental approvals. Failure to obtain or maintain necessary clearances could\ndelay or prevent commercialization. In addition, issuances of Common Stock under our agreements require Nasdaq shareholder approval under\nListing Rule 5635 in certain circumstances. Any failure to comply with listing standards could result in delisting, which would materially\nand adversely affect the liquidity and market price of our Common Stock.\n\n \n\n**Our international operations, particularly in Israel, expose us to\ngeopolitical, currency, and regulatory risks.**\n\n \n\nA significant portion of our technology development, manufacturing, and\nstrategic partnerships (SaverOne, BladeRanger, Solar Drone) is located in Israel. Geopolitical instability, armed conflict, currency fluctuations\n(NIS/USD), and changes in Israeli or U.S. regulatory policy could disrupt operations, increase costs, or impair our ability to integrate\nacquired assets or fulfill contractual obligations.\n\n \n\n**We depend on key personnel, and failure to retain or attract qualified\nmanagement and technical talent could impair our business.**\n\n \n\nOur success depends heavily on our executive officers (including Douglas\nDavis, our Executive Chairman and CEO) and key technical personnel. The loss of any of these individuals, or our inability to attract\nand retain other qualified personnel, could delay technology development, integration efforts, and commercialization, materially and adversely\naffecting our business, financial condition, and results of operations.\n\n \n\nThese risk factors are not exhaustive. Additional risks and uncertainties\nnot presently known to us or that we currently deem immaterial may also impair our business operations and the value of our securities.\nInvestors are urged to review the full discussion of risk factors in our S-1 and subsequent SEC filings. All forward-looking statements\nin this Quarterly Report are qualified in their entirety by reference to these risk factors.\n\n \n\n**Bannix’ failure to redeem all remaining public offering shares\nmay expose the Company to legal, regulatory, and reputational risks**\n\n \n\nBannix was required to redeem all remaining public offering shares no later\nthan June 27, 2025. Bannix Acquisition Corp. did not redeem the remaining public offering shares as required, and the Business Combination\nwas subsequently consummated on July 14, 2025. The failure to redeem was inconsistent with disclosures in the Bannix IPO prospectus and\nthe Business Combination proxy statement. This failure may expose the Company to legal, regulatory, and reputational risks.\n\n \n\nAny of the above mentioned factors, or any other negative impact on the\nglobal economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict,\nthe Iran conflict and subsequent sanctions or related actions, could adversely affect the Company’s operations in the future or\nwith future capital raising activities. The Company has not been affected so far by these conflicts or US tariffs.\n\n \n\n81"}