On September 10, 2026, VisionWave Holdings, Inc. entered into a letter agreement with YA II PN, Ltd. to finalize the second closing of a previously announced convertible debenture agreement. The company issued a convertible debenture with a principal amount of $5,000,000, bringing the total principal from the two closings to $15,000,000.
The filing details that the entire $5,000,000 purchase price for the new debenture was applied immediately to repay principal outstanding under an earlier promissory note issued on February 26, 2026. Consequently, the company received no cash proceeds from this specific transaction. Following the repayment, the principal balance of the February Note was reduced to $2,469,178.42, with remaining installments scheduled for October 26, November 26, and December 26, 2026.
The agreement also included several amendments to existing terms. The maturity date for the newly issued debentures was extended to July 20, 2027, subject to holder option. Additionally, the exercise price for warrants previously issued in February was reduced from $9.00 to $1.50 per share, subject to Nasdaq Listing Rule 5635 limitations. The company agreed to hold a stockholder meeting within 60 days to seek approval for potential issuances that would exceed the maximum number of shares allowed without stockholder consent under Nasdaq rules.
The terms of the $5,000,000 debenture include a 5.00% per annum interest rate, which increases to 18.00% per annum during an Event of Default. The company is required to make monthly principal payments of $1,750,000, beginning January 30, 2027. Holders may convert the debenture at a fixed conversion price of $5.00 per share, or at a variable price of 90% of the lowest daily VWAP over a 10-day period, subject to a floor price of $0.702 per share.
