VisionWave Holdings, Inc. Form 8-K Filing

VisionWave Holdings, Inc. has entered into a Securities Purchase Agreement with YA II PN, Ltd. for convertible debentures totaling up to $15,000,000. The first tranche of $10,000,000 closed on July 20, 2026, with the remaining $5,000,000 contingent on a registration statement. The company paid a $50,000 due diligence fee. Proceeds are intended for working capital and general corporate purposes. The debentures bear a 5.00% annual interest rate, increasing to 18.00% upon default, and mature on July 20, 2027. Monthly principal repayments of $1,750,000 begin December 30, 2026. The debentures are convertible into common stock at $5.00 per share, with a variable conversion price option upon default. Warrants to purchase 1,800,000 shares at $5.00 per share were also issued. The company agreed to file a registration statement and entered into a global guaranty agreement with certain subsidiaries. Additionally, consent and deferral agreements were obtained from holders of existing promissory notes, and the maturity of SEPA promissory notes was extended.