VisionWave Holdings Closes $5M Debenture; Reprices February Warrant to $1.50

What Happened

VisionWave Holdings, Inc. announced on Sept. 10, 2026 that it completed the second closing under a Securities Purchase Agreement, issuing a $5,000,000 convertible debenture to YA II PN, Ltd. The investor applied the entire $5.0M purchase price directly to repay outstanding principal on a February 26, 2026 promissory note, so the Company received no cash proceeds from the second closing. The parties also amended terms of the debentures and repriced the February 2026 warrant, among other changes.

Key Details

• Second closing: $5,000,000 convertible debenture issued on Sept. 10, 2026; purchase price applied to repay the February Note (no cash to the company).
• February Note: principal was $7,469,178.42 immediately before the second closing and $2,469,178.42 after the $5.0M repayment; remaining installments of $823,059 each due Oct. 26, Nov. 26 and Dec. 26, 2026.
• Warrant repriced: the February warrant exercise price reduced from $9.00 to $1.50 per share (subject to Nasdaq shareholder-approval limits under Rule 5635). The Company must call a stockholder meeting within 60 days to seek approval to issue shares beyond the Nasdaq cap.
• Debenture terms (highlights): maturity July 20, 2027 (holder may extend); interest 5% per annum (rises to 18% on default); monthly installment schedule beginning Jan. 30, 2027 with $1,750,000 aggregate principal due each month across debentures, plus a 2% Payment Premium and accrued interest; fixed conversion price $5.00 per share (adjustable, floor $0.702); conversion capped at 4.99% beneficial ownership without prior notice/waiver.

Why It Matters

This filing documents a financing amendment that reduced the Company’s immediate cash obligations by using the investor’s $5.0M purchase price to pay down prior debt, but it does not provide new cash to VisionWave. The repricing of the February warrant to $1.50 and the convertible debenture conversion mechanics create potential future dilution for existing shareholders (and require a shareholder vote if issuances would exceed Nasdaq limits). Investors should note the deferred installment timetable (first debenture payment now Jan. 30, 2027), the company’s obligation to seek shareholder approval, and the heightened conversion/interest protections for the holder that could accelerate dilution or cash demands in the event of an Event of Default.