{"url_path":"/sec/vwav/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000960-index.html","accession_number":"0001731122-26-000960","cik":"0002038439","ticker":"VWAV","issuer_name":"VisionWave Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2038439/0001731122-26-000960-index.html","primary_entity_key":"0002038439","primary_entity_name":"VisionWave Holdings, Inc."},"word_count":1397,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Securities Purchase Agreement and Convertible Debentures**\n\n \n\nOn July 20, 2026, VisionWave Holdings, Inc. (the “Company”)\nentered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (the “Investor”),\nan investment fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to the Investor convertible\ndebentures in the aggregate principal amount of up to $15,000,000 (the “Convertible Debentures”), at a purchase price equal\nto 85% of the principal amount thereof, in two tranches. The first tranche, in the principal amount of $10,000,000, closed on July 20,\n2026 (the “First Closing”). The second tranche, in the principal amount of $5,000,000, will close upon the effectiveness of\nthe initial registration statement described below under “Registration Rights Agreement.” The Company also paid the Investor\na non-refundable due diligence fee of $50,000, which was netted from the proceeds of the First Closing. The Company intends to use the\nnet proceeds of the offering for working capital and general corporate purposes.\n\n \n\nThe Convertible Debentures bear interest at a rate\nof 5.00% per annum (which increases to 18.00% per annum during the continuance of an event of default), calculated on the basis of a 365-day\nyear, and mature on July 20, 2027. Beginning on December 30, 2026, and on the same day of each calendar month thereafter, the Company\nis required to repay the Convertible Debentures in monthly installments of $1,750,000 of principal, plus a payment premium equal to 2%\nof the principal amount being paid and accrued and unpaid interest. Installment amounts are payable, at the Company’s option, in\ncash or by offset against the proceeds of one or more advances under the Company’s Standby Equity Purchase Agreement with the Investor,\ndated July 25, 2025, as amended (the “SEPA”). While the Convertible Debentures are outstanding, any advances under the SEPA\nmust use the three-day pricing option provided for therein, and payments in excess of the installment amount then due are not subject\nto the payment premium. The Company may redeem amounts outstanding under the Convertible Debentures prior to maturity at any time upon\nadvance notice by paying the principal amount being redeemed, a redemption premium equal to 5% of such principal amount, and accrued and\nunpaid interest.\n\n \n\nThe Convertible Debentures are convertible at the\noption of the Investor into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at\na fixed conversion price of $5.00 per share. Upon the occurrence and during the continuance of an event of default, the Investor may convert\nat the lower of such fixed price or a variable price equal to 90% of the lowest daily volume-weighted average price of the Common Stock\nduring the ten trading days immediately preceding the conversion date, subject to a floor price of $0.702 per share. The Investor may\nnot convert the Convertible Debentures (or exercise the Warrants described below) to the extent that, after giving effect thereto, the\nInvestor and its affiliates would beneficially own more than 4.99% of the outstanding Common Stock. The Convertible Debentures also may\nnot be converted, and the Warrants may not be exercised, to the extent the shares issuable would exceed the aggregate number of shares\nof Common Stock that the Company may issue under the applicable rules of The Nasdaq Stock Market LLC (the “Exchange Cap”),\nunless the Company’s stockholders approve issuances in excess of the Exchange Cap.\n\n \n\nThe Securities Purchase Agreement contains customary\nrepresentations, warranties and covenants of the Company, including, among other things, covenants that, while the Convertible Debentures\nare outstanding and subject to specified exceptions, restrict the Company’s ability to enter into variable rate transactions (other\nthan pursuant to the SEPA), incur additional indebtedness or grant liens, effect discounted offerings, and make payments on certain related-party\nindebtedness. Closing of the transaction was conditioned upon, among other things, the delivery of consent and deferral agreements by\nthe holders of certain outstanding promissory notes issued by the Company.\n\n \n\n**Warrants**\n\n \n\nIn connection with the Securities Purchase Agreement,\nthe Company issued to the Investor warrants (the “Warrants”) to purchase up to 1,800,000 shares of Common Stock at an exercise\nprice of $5.00 per share. The Warrants are exercisable upon issuance and expire 36 months after the date of issuance. The Warrants are\nexercisable for cash, provided that if, after the six-month anniversary of the date of the Securities Purchase Agreement, a registration\nstatement covering the resale of the shares underlying the Warrants is not available, the Warrants may be exercised on a cashless basis.\n\n \n\n \n\n \n\n**Registration Rights Agreement**\n\n \n\nIn connection with the Securities Purchase Agreement,\nthe Company entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), pursuant\nto which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) an initial registration statement\ncovering the resale of the shares of Common Stock issuable upon conversion of the Convertible Debentures and exercise of the Warrants,\ntogether with certain additional shares issuable under the SEPA, within 60 days, and to use commercially reasonable efforts to cause such\nregistration statement to be declared effective within the deadlines specified therein and to maintain its effectiveness until the registrable\nsecurities have been sold or may be sold without restriction under Rule 144.\n\n \n\n**Global Guaranty Agreement**\n\n \n\nIn connection with the Securities Purchase Agreement,\ncertain subsidiaries of the Company receiving proceeds of the Convertible Debentures, consisting of VisionWave Technologies, Inc., VisionWave\nHoldings UK Ltd and Solar Drone Ltd., entered into a Global Guaranty Agreement in favor of the Investor (the “Guaranty”),\npursuant to which such subsidiaries, jointly and severally, guaranteed the payment obligations of the Company under the Convertible Debentures\nand the related transaction documents.\n\n \n\n**Consent and Deferral Letter Agreements**\n\n \n\nOn July 20, 2026, as a condition to the First Closing,\nthe Company entered into side letter agreements (the “Consent and Deferral Letters”) with each of Dream America Marketing\nServices, Ltda. (“Dream America”), the holder of a promissory note issued by the Company on April 10, 2026 in the original\nprincipal amount of $6,000,000, and Adrian Holdings S.R.L. (“Adrian”), the holder of a promissory note issued by the Company\non January 5, 2026 in the original principal amount of $10,000,000. Pursuant to the Consent and Deferral Letters, each of Dream America\nand Adrian has agreed, until the obligations under the Convertible Debentures have been indefeasibly paid in full, (i) not to demand,\nrequest, accept, receive or apply any cash payments from the Company in respect of its promissory note (including payments of principal,\ninterest, fees, default interest, premiums, costs or expenses), with any such payments received to be returned to the Company or held\nin suspense unless otherwise consented to in writing by the Investor, and (ii) to forbear from exercising its rights and remedies upon\nthe occurrence of any default under its promissory note. Each of Dream America and Adrian has also consented to the Company’s incurrence\nof the indebtedness under the Convertible Debentures and to the payments required to be made thereunder, whether made in cash or through\nthe issuance and sale of shares of Common Stock and the use of the proceeds of such issuances and sales to repay the Convertible Debentures.\nExcept as set forth in the Consent and Deferral Letters, the terms of such promissory notes remain in full force and effect.\n\n \n\n**Extension of Maturity of SEPA Promissory Notes**\n\n \n\nOn July 20, 2026, the Investor, as holder of the promissory\nnotes issued by the Company in connection with prepaid advances under the SEPA on July 25, 2025 (in the original principal amount of $3,000,000)\nand September 11, 2025 (in the original principal amount of $2,000,000) (collectively, the “SEPA Notes”), delivered to the\nCompany written notice of its election, pursuant to the terms of the SEPA Notes, to extend the maturity date of the SEPA Notes to January\n25, 2027 (the “Maturity Extension”), which extension the Company acknowledged and agreed.\n\n \n\nThe foregoing descriptions of the Securities Purchase\nAgreement, the Convertible Debentures, the Warrants, the Registration Rights Agreement, the Guaranty, the Consent and Deferral Letters\nand the Maturity Extension do not purport to be complete and are qualified in their entirety by reference to the full text of such documents,\ncopies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K\nand are incorporated herein by reference."}