VisionWave Holdings enters into $50M Standby Equity Purchase Agreement with YA II PN

VisionWave Holdings, Inc.

• Up to $50 million of common stock may be sold to YA II PN under the SEPA at 97% of lowest daily VWAP over 3 days.
• YA II PN advanced $3 million as a convertible promissory note on July 25, 2025; $2 million more due upon SEC registration.
• Convertible notes carry 6.0% interest (18% on default), mature in 12 months, conversion price lower of $10 or 93% of 5-day VWAP (floor $1).
• VisionWave paid a $35,000 structuring fee and issued 200,000 shares as equity fee; a $500,000 commitment fee is due in two installments.
• Investor may force advances when note balance exists; the SEPA terminates after 24 months or $50 million in advances.