{"url_path":"/sec/vwav/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered sale of equity securities, use of proceeds, and","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":3993,"has_tables":true,"body_markdown":"**Item 2. Unregistered sale of equity securities, use of proceeds, and\nissuer purchases of equity securities**\n\n \n\n*Securities Purchase Agreements*\n\n \n\nOn July 15, 2025, the Company entered into Securities Purchase Agreements\n(the “July 2025 SPAs”) with two unaffiliated accredited investors (“July 2025 Lenders”), pursuant to which the\nCompany issued promissory notes (the “July 2025 Notes”) to the July 2025 Lenders in the aggregate principal amount of $354,200,\nwhich includes an aggregate original issue discount of $46,200, for a purchase price of $308,000. The Company incurred an additional $8,000\nin fees related to this transaction which is capitalized as part of the debt issuance cost and amortized over the term of the July 2025\nNotes. The July 2025 Notes bear interest at a one-time charge of 12% applied on the issuance date, mature on May 15, 2026, and is repayable\nin five monthly payments commencing January 15, 2026. The July 2025 Notes are convertible into shares of the Company’s common stock,\npar value $0.01 per share (the “Common Stock”), solely upon an event of default, at a conversion price equal to 75% of the\nlowest trading price during the ten trading days prior to conversion. The Company also entered into an irrevocable transfer agent instructions\nletter with its transfer agent in connection with the July 2025 Notes. The proceeds from the issuances of the July 2025 Notes were used\nfor general working capital purposes. The July 2025 Lenders have piggyback registration rights and have agreed not to engage in short\nsales of the Company’s common stock during the term of the July 2025 Notes. The July 2025 Notes include customary representations,\nwarranties, covenants, and default provisions. The Company may prepay the July 2025 Notes within the first 180 days. The loan pursuant\nto the July 2025 Notes closed and funded on July 17, 2025.\n\n \n\nThe Company repaid $297,528 on the July 2025\nNotes. For the three and six months ended March 31, 2026 and 2025 total amortized debt issuance cost of $16,293 and $0 was included\nin interest expense on the accompanying consolidated statements of operations, respectively, and $32,586 and $0 for the six months\nended March 31, 2026 and 2025, respectively. For the three and six months ended March 31, 2026 and 2025, total interest expense\n$12,751 and $0 was included in interest expense on the accompanying consolidated statements of operations, respectively, and $25,502\nand $0 for the six months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and September 30, 2025, the balance of the\nJuly Notes of $43,795 and $0, respectively, recorded in convertible notes payable on the accompanying balance sheets, includes\n$12,877 and $0, respectively, of unamortized debt issuance cost.\n\n \n\nOn October 6, 2025, the Company entered into a Securities Purchase Agreement\n(the “October 2025 SPA”) with an unaffiliated accredited investor, pursuant to which the Company issued a promissory note\n(the “October 2025 Note”) to the investor in the aggregate principal amount of $296,700, which includes an aggregate original\nissue discount of $38,700, for a purchase price of $258,000. The Company incurred an additional $8,000 in fees related to this transaction\nwhich is capitalized as part of the debt issuance cost and amortized over the term of the October 2025 Note. The October 2025 Note bear\ninterest at a one-time charge of 12% applied on the issuance date, mature on July 30, 2026, and is repayable in five monthly payments\ncommencing March 30, 2026. The October 2025 Note is convertible into shares of the Company’s common stock, par value $0.01 per share,\nsolely upon an event of default, at a conversion price equal to 75% of the lowest trading price during the ten trading days prior to conversion.\nThe Company also entered into an irrevocable transfer agent instructions letter with its transfer agent in connection with the October\n2025 Note. The proceeds from the issuances of the October 2025 Note were used for general working capital purposes. The October 2025 investor\nhave piggyback registration rights and have agreed not to engage in short sales of the Company’s common stock during the term of\nthe October 2025 Note. The October 2025 Note include customary representations, warranties, covenants, and default provisions. The Company\nmay prepay the October 2025 Notes within the first 180 days.\n\n \n\nFor the three and six months ended March 31, 2026 and 2025, total amortized\ndebt issuance cost of $14,012 and $0, and $28,024 and $0 was included in interest expense on the accompanying consolidated statements\nof operations, respectively. For the three and six months ended March 31, 2026 and 2025, total interest expense $10,681 and $0, and $24,693\nand $0 was included in interest expense on the accompanying consolidated statements of operations, respectively. At March 31, 2026 and\nSeptember 30, 2025, the balance of the October Notes of $111,871 and $0, respectively, recorded in convertible notes payable on the accompanying\nbalance sheets, includes $18,677 and $0, respectively, of unamortized debt issuance cost.\n\n \n\n82\n\n \n\n \n\nOn November 12, 2025, the Company entered into a Securities Purchase Agreement\n(the “November 2025 SPA”) with an unaffiliated accredited investor, pursuant to which the Company issued a promissory note\n(the “November 2025 Note”) to the November 2025 investor in the aggregate principal amount of $354,200, which includes an\naggregate original issue discount of $46,200, for a purchase price of $308,000. The Company incurred an additional $8,000 in fees related\nto this transaction which is capitalized as part of the debt issuance cost and amortized over the term of the November 2025 Note. The\nNovember 2025 Note bear interest at a one-time charge of 12% applied on the issuance date, mature on September 15, 2026, and is repayable\nin five monthly payments commencing May 15, 2026. The November 2025 Note is convertible into shares of the Company’s common stock,\npar value $0.01 per share (the “Common Stock”), solely upon an event of default, at a conversion price equal to 75% of the\nlowest trading price during the ten trading days prior to conversion. The Company also entered into an irrevocable transfer agent instructions\nletter with its transfer agent in connection with the November 2025 Notes. The proceeds from the issuances of the November 2025 Notes\nwere used for general working capital purposes. The investor has piggyback registration rights and have agreed not to engage in short\nsales of the Company’s common stock during the term of the November 2025 Note. The November 2025 Note include customary representations,\nwarranties, covenants, and default provisions. The Company may prepay the November 2025 Note within the first 180 days.\n\n \n\nFor the three and six months ended March 31, 2026 and 2025, total amortized\ndebt issuance cost of $17,533 and $0, and $24,174 and $0 was included in interest expense on the accompanying consolidated statements\nof operations, respectively. For the three and six months ended March 31, 2026 and 2025, total interest expense $12,751 and $0, and $12,751\nand $0 was included in interest expense on the accompanying consolidated statements of operations, respectively. At March 31, 2026 and\nSeptember 30, 2025, the balance of the November Notes of $324,174 and $0, respectively, recorded in convertible notes payable on the accompanying\nbalance sheets, includes $30,026 and $0, respectively of unamortized debt issuance cost.\n\n \n\n**Standby Equity Purchase Agreement - Pre-Paid Advance**\n\n \n\nOn July 25, 2025, we entered into the SEPA with the Investor. Under the\nSEPA, the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations\nand conditions set forth in the SEPA, from time to time during the term of the SEPA. On January 19, 2026, we entered into Amendment No.\n1 to the SEPA.\n\n \n\nUpon the satisfaction of the conditions to the Investor’s purchase\nobligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable\nunder the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion\nuntil the SEPA is terminated to direct Investor to purchase a specified number of shares of common stock (“Advance”) by delivering\nwritten notice to the Investor (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not\nexceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding\nan Advance Notice.\n\n \n\nThe shares of common stock purchased pursuant to an Advance delivered by\nthe 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\ntrading 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\nis 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.\nThe Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any\nsales to THE INVESTOR. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such\ntrading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.\n\n \n\n83\n\n \n\n \n\nThe January Amendment amended the SEPA to, among other things:\n\n \n\n(i) remove the Investor’s ability to deliver investor notices, which\npreviously allowed the Investor to require the Company to issue and sell shares of Common Stock to the Investor in offset of amounts outstanding\nunder the Convertible Notes;\n\n \n\n(ii) modify the conditions under which an Amortization Event (as defined\nin the Convertible Notes) may occur, providing that no Amortization Event shall be deemed to have occurred due to a Registration Event\n(as defined in the Convertible Notes) prior to the Rule 144 Date, and after the Rule 144 Date, no such Amortization Event shall occur\nso long as the Company remains current on its filings with the SEC and the Investor is able to rely on Rule 144 under the Securities Act\nof 1933, as amended, to resell shares of Common Stock issuable under the Promissory Notes;\n\n \n\n(iii) cancel the Investor’s obligation to fund an additional $2,000,000\nin principal amount to the Company as set forth in a letter agreement dated September 11, 2025, between the Company and the Investor (provided\nthat subsequent fundings on the same or different terms may be mutually agreed by the parties in the future and documented in writing);\nand\n\n \n\n(iv) require the Company to use its best efforts to promptly respond to\ncomments from the staff of the SEC regarding the Company’s initial Registration Statement on Form S-1 (File No. 333-289952) and\nseek effectiveness of such Registration Statement as soon as reasonably practicable.\n\n \n\nIn connection with the SEPA, and subject to the condition set forth therein,\nthe Investor has agreed to advance to the Company the Pre-Paid Advance. The first Pre-Paid Advance was disbursed on July 25, 2025 with\nrespect to $3.0 million and the balance of $2.0 million was disbursed on September 11, 2025. The purchase price for the Pre-Paid Advance\nis 94% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an\nannual rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity\ndate will be 12-months after the closing of each tranche of the Pre-Paid Advance. Investor may convert the Convertible Notes into shares\nof 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\nconsecutive trading days immediately preceding the conversion (the “Conversion Price”); provided, that in no event may the\nConversion Price be lower than $1.00 (the “Floor Price”). In addition, upon the occurrence and during the continuation of\nan event of default, the Convertible Notes may be declared immediately due and payable, in which case the Company shall pay to the Investor\nthe principal and interest due thereunder. In no event shall Investor be allowed to effect a conversion if such conversion, along with\nall other shares of common stock then beneficially owned by the Investor and its affiliates, would exceed 4.99% of the outstanding shares\nof the then common stock of the Company. If at any time on or after the issuance of the Convertible Notes (i) the Floor Price Event, (ii)\nthe Exchange Cap Event or (iii) a Registration Event occurs, provided, however, that no Registration Event shall be deemed to have occurred\nprior to the Rule 144 Date, and after the Rule 144 Date, no Registration Event shall be deemed to have occurred so long as the Company\nremains current on its filings with the SEC and the Investor is able to rely on Rule 144 under the Securities Act of 1933, as amended,\nto resell shares of common stock issuable under the Convertible Notes, then the Company shall make monthly payments to Investor beginning\non the seventh trading day after the Amortization Event and continuing monthly in the amount of $750,000 plus a 5.0% premium and all accrued\nand unpaid interest. The Exchange Cap Event will not apply in the event the Company has obtained the approval from its stockholders in\naccordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated\nin the Convertible Note and the SEPA in excess of the Exchange Cap.\n\n \n\nThe Company will control the timing and amount of any sales of shares of\ncommon stock to the Investor. Actual sales of shares of common stock to Investor as an Advance under the SEPA will depend on a variety\nof factors to be determined by the Company from time to time, which may include, among other things, market conditions, the trading price\nof the Company’s common stock and determinations by the Company as to the appropriate sources of funding for our business and operations.\n\n \n\n84\n\n \n\n \n\nThe SEPA will automatically terminate on the earliest to occur of (i) the\n24-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\nfor 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’\nprior written notice to Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued\nand the Company has paid all amounts owed to Investor pursuant to the Convertible Notes and the SEPA. The Company and the Investor may\nalso agree to terminate the SEPA by mutual written consent. Neither the Company nor the Investor may assign or transfer our respective\nrights 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\nin writing signed by both parties.\n\n \n\nAs consideration for the Investor’s commitment to purchase the shares\nof common stock pursuant the SEPA, the Company paid the Investor, (i) a structuring fee in the amount of $35,000 and (ii) 200,000 shares\nof common stock as an equity fee. Further, the Company is required to pay the Investor a commitment fee of $500,000 of which $250,000\nshall be due and payable on the earlier of the effective date of the initial registration statement, or 60 days following the date of\nthe SEPA, and the remaining $250,000 shall be due and payable on the date that is 90 days following the due date of the initial $250,000\ninstallment, in each case to be paid by the issuance of such number of common shares that is equal to the applicable portion of the commitment\nfee divided by the average of the daily VWAPs of the common shares during the three trading days immediately prior to the applicable due\ndate.\n\n \n\n**Executives’ Employment Agreements**\n\n \n\nOn August 6, 2025, the Company entered into employment agreements (each,\nan “Employment Agreement”) with Douglas Davis, as Executive Chairman, Noam Kenig, our former Chief Executive Officer, and\nDanny Rittman, as Chief Technology Officer (collectively, the “Executives”). Each Employment Agreement has an initial term\nof three (3) years, commencing on August 6, 2025, and is subject to automatic one-year renewals thereafter unless terminated by either\nparty with at least thirty (30) days’ prior written notice. On December 29, 2025, Mr. Kenig resigned as Chief Executive Officer\nand as a member of the Board of Directors (the “Board”) of the Company, effective immediately for personal reasons. Mr. Kenig’s\nresignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies\nor practices. As a result of Mr. Kenig’s resignation Mr. Kenig’s Employment Agreement was terminated. Mr. Davis was appointed\nas Interim Chief Executive Officer.\n\n \n\nUnder the Employment Agreements:\n\n \n\n●Mr. Davis will receive an initial base salary of $150,000 per year, increasing to $300,000 upon the Company achieving $3,000,000 in\nrevenue during any ninety (90)-day period, and further increasing to $600,000 upon achieving $6,000,000 in revenue during any ninety (90)-day\nperiod, with subsequent adjustments to fair market rates.\n\n \n\n●Mr. Rittman will receive an initial base salary of $120,000 per year, increasing to $240,000 upon the Company achieving $3,000,000\nin revenue during any ninety (90)-day period, and further increasing to $360,000 upon achieving $6,000,000 in revenue during any ninety\n(90)-day period, with subsequent adjustments to fair market rates.\n\n \n\n●Mr. Davis is eligible for an annual performance bonus targeted at 2% of the Company’s net income as reflected in its financial\nstatements filed with the Securities and Exchange Commission (the “SEC”).\n\n \n\n●Each Executive is eligible for four (4) weeks of paid vacation per year, participation in the Company’s benefit plans (including\nmedical, dental, vision, disability, life insurance, and 401(k) plans), and reimbursement of reasonable business expenses.\n\n \n\n●In the event of termination without cause or resignation for good reason, each Executive is entitled to severance equal to the greater\nof $600,000 or two (2) times their then-current base salary, payable within six (6) months of termination, subject to execution of a general\nrelease.\n\n \n\n●Upon a change in control followed by termination within three (3) months, all outstanding equity awards vest immediately, and severance\nbecomes payable.\n\n \n\n●Each Employment Agreement includes standard provisions for termination for cause, death, disability, or without good reason, with\nlimited payments in such cases.\n\n \n\nAdditionally, as a condition to entering into the Employment Agreements,\neach Executive entered into a Proprietary & Confidential Information, Inventions Assignment, Non-Solicitation and Non-Competition\nAgreement and a Mutual Agreement to Arbitrate with the Company.\n\n \n\n85\n\n \n\n \n\nAdditionally, pursuant to the Employment Agreements and under the Plan\n(subject to shareholder approval thereof), the Company granted no statutory stock options (each, an “Option”) to the Executives\nas follows:\n\n \n\n●Mr. Davis was each granted Options to purchase 2,000,000 shares of Common Stock.\n\n \n\n●Mr. Rittman was granted an Option to purchase 500,000 shares of Common Stock.\n\n \n\nEach Option has an exercise price of $7.20 per share (to be determined\nas the fair market value on the grant date) and vests in twelve (12) equal quarterly instalments over four (4) years, commencing on the\ndate of shareholder approval of the Plan (the “Approval Date”). The Options are exercisable for five (5) years from the grant\ndate and allow for cashless exercise. The grants are contingent upon shareholder approval of the Plan; if not approved, the Options will\nbe null and void.\n\n \n\nOn January 2, 2026, the Company entered into an employment agreement (the\n“Klinger Agreement”) with Erik Klinger, pursuant to which Mr. Klinger will continue to serve as the Company’s Chief\nFinancial Officer, effective as of January 2, 2026.\n\n \n\nThe Klinger Agreement provides for an initial three-year term, automatically\nrenewing for successive one-year periods unless either party provides timely notice of non-renewal. Mr. Klinger’s annual base salary\nis $120,000, payable in accordance with the Company’s standard payroll practices. Mr. Klinger is eligible to participate in the\nCompany’s employee benefit plans available to similarly situated executives, including medical, dental, and vision insurance, and\nis entitled to four weeks of paid vacation per year (pro-rated for partial years).\n\n \n\nOn January 2, 2026, in connection with the Klinger Agreement, the Company\ngranted Mr. Klinger a no statutory stock option (the “Option”) to purchase 500,000 shares of the Company’s common stock\nat an exercise price equal to the closing price of the Company’s common stock on December 31, 2025, pursuant to the Company’s\nproposed 2025 Omnibus Equity Incentive Plan (the “Plan”). The Option is subject to twelve equal quarterly vesting instalments\nover four years, commencing on the date of shareholder approval of the Plan (the “Approval Date”), and is otherwise subject\nto the terms and conditions of the Plan and the Employee Nonstatutory Stock Option Agreement entered into between the Company and Mr.\nKlinger. The grant of the Option is expressly contingent upon shareholder approval of the Plan; if the Plan is not approved by shareholders,\nthe Option will be null and void.\n\n \n\n*QuantumSpeed IP Asset Acquisition*\n\n \n\nOn January 5, 2026, the Company entered into an Asset Purchase Agreement\n(the “Adrian Asset Purchase Agreement”) with Adrian Holdings S.R.L., a Costa Rican company (“Adrian”). Pursuant\nto the Adrian Asset Purchase Agreement, the Company agreed to acquire from Adrian, and Adrian agreed to sell, transfer, convey and assign\nto the Company, all right, title and interest in and to certain intellectual property assets related to the technology known as QuantumSpeed\n(the “Assigned IP”), as more fully described in the Adrian Asset Purchase Agreement.\n\n \n\nIn consideration for the Assigned IP, the Company agreed to pay Adrian\naggregate consideration consisting of (i) 10,000,000 shares of the Company’s Common Stock (the “Purchase Shares”), and\n(ii) a promissory note in the principal amount of $10,000,000 (the “Adrian Note”). At closing which occurred on January 5,\n2026, the Company issued and delivered to Adrian 3,000,000 Purchase Shares (the “Closing Shares”) and executed and delivered\nthe Adrian Note.\n\n \n\nThe issuance of the remaining 7,000,000 shares of the Company’s Common\nStock (the “Contingent Shares”) is subject to approval by the Company’s shareholders as required under applicable Nasdaq\nlisting rules. The Company has agreed to use its commercially reasonable efforts to obtain such shareholder approval (the “Shareholder\nApproval”) as soon as practicable following the Closing, including by including a proposal for such approval in its next annual\nor special meeting of shareholders (but excluding any special meeting to be held on or about February 2026), and in no event later than\nnine (9) months after the Closing Date. If Shareholder\n\n \n\n86\n\n \n\nApproval is not obtained within nine (9) months after the Closing Date, then (i)\nthe Company shall promptly cause sixty percent (60%) of the equity interests in QuantumSpeed Inc., a wholly-owned subsidiary of the Company\nto which the acquired intellectual property assets will have been assigned, to be transferred to Adrian (or its designee) free and clear\nof all encumbrances (other than restrictions under applicable securities laws), (ii) Adrian’s security interest in such equity interests\nshall be automatically released, and (iii) Adrian shall retain full ownership of the 3,000,000 shares of common stock previously issued\nat Closing and the Adrian Note, without any obligation to return, cancel, or forfeit the same. For the avoidance of doubt, in such event,\nno alternative consideration will be provided in lieu of the Contingent Shares.\n\n \n\nAll such issuances were exempt from the registration requirements of the\nSecurities Act of 1933, as amended (the “Securities Act”). The securities were offered and sold in reliance on the exemption\nprovided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Each purchaser represented that it was an\n“accredited investor” (as defined in Rule 501(a) of Regulation D) or otherwise qualified under applicable exemptions, and\nthe Company did not engage in any general solicitation or advertising in connection with the offers or sales. No underwriters were involved\nin the transactions."}