VisionWave Holdings, Inc. 8-K

What Happened

• VisionWave Holdings, Inc. announced on January 19, 2026 that it entered into Amendment No. 1 to its Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. The original SEPA (dated July 25, 2025) allows the company to sell up to $50 million of common stock to the investor. The company previously issued two convertible promissory notes to the investor totaling $5,000,000 (a $3,000,000 note on July 25, 2025 and a $2,000,000 note on September 11, 2025).

Key Details

• The Amendment removes the investor’s right to deliver "Investor Notices" that could force the Company to issue shares to offset amounts outstanding under the promissory notes.
• The parties changed when an “Amortization Event” (a repayment/acceleration trigger) can occur: no Amortization Event will be deemed to have occurred from a Registration Event prior to July 15, 2026 (the “Rule 144 Date”), and after that date no such event will occur so long as the Company is current on its SEC filings and the investor can rely on Rule 144 to resell shares.
• The Amendment cancels the investor’s prior obligation to fund an additional $2,000,000 (per a Sept. 11, 2025 letter agreement); future fundings remain possible only if mutually agreed and documented.
• The Company must use its best efforts to respond promptly to SEC comments on its initial Form S-1 (File No. 333-289952) and seek effectiveness of that registration statement as soon as reasonably practicable.

Why It Matters

• For shareholders, removing the investor’s ability to force share issuance reduces the investor’s immediate power to convert debt into company stock, which lowers the risk of near-term dilution from those notes.
• The revised amortization triggers tied to the Rule 144 date and the Company’s SEC filing status delay or limit events that could accelerate repayment or conversion tied to registration, affecting timing and liquidity for the investor and potential share sales.
• Cancellation of the $2M committed funding reduces committed near-term cash from the investor, though the Amendment leaves open the possibility of future, mutually agreed fundings.
• The Company’s commitment to pursue S-1 effectiveness signals progress toward registered resale ability for shares, which could affect future liquidity for holders of shares issued under the SEPA.