VisionWave amends SEPA: removes investor's share-push rights, cancels $2M funding

VisionWave Holdings, Inc.

Amendment removes YA II PN's ability to require VisionWave to issue shares to offset $5M in promissory notes.
No Amortization Event due to Registration Event before July 15, 2026; after that, only if SEC filings are current and Rule 144 available.
Investor's obligation to fund additional $2M principal cancelled; future funding subject to mutual written agreement.
Company must use best efforts to respond to SEC comments and seek effectiveness of Form S-1 registration statement.
SEPA originally provided up to $50M of common stock; promissory notes of $3M (July 25, 2025) and $2M (Sep 11, 2025) outstanding.

item 1.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VisionWave Holdings, Inc. amended Amendment No. 1 with YA II PN, Ltd. (effective 2026-01-19).

Action: amendment
Agreement: equity purchase
Counterparty: YA II PN, Ltd.
Effective: 2026-01-19

Exact text from the filing

On January 19, 2026, VisionWave Holdings, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Standby Equity Purchase Agreement, dated as of July 25, 2025 (the “SEPA”), by and between the Company and YA II PN, Ltd. (the “Investor”).

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VisionWave Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001731122-26-000106

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