VisionWave entered a financing with YA II PN for up to $15 million of convertible debentures, purchased at 85% of face value, with a $10 million first tranche closed and a $5 million second tranche pending registration effectiveness. The notes carry 5% interest, amortize $1.75 million monthly starting Dec. 30, 2026 with a 2% payment premium, and are convertible at $5.00 per share (default conversion uses a variable price with a $0.702 floor). The company also issued 1.8 million warrants at a $5.00 strike, granted registration rights, and obtained a global guaranty from key subsidiaries. To support the structure, VisionWave secured deferrals on $6 million and $10 million legacy notes and extended $5 million of SEPA notes to Jan. 25, 2027. Proceeds are earmarked for working capital and general purposes.
Agreement 1: VisionWave Secures Up to $15 Million Convertible Debentures From YA II PN
- Agreement type: Convertible debenture financing with original issue discount
- Counterparty: YA II PN
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Through Jul 20 2027
- Reason: Strengthen liquidity for working capital and general purposes
Agreement 2: VisionWave Issues 1.8 Million Warrants at $5.00 Strike to YA II PN
- Agreement type: Stock purchase warrants
- Counterparty: YA II PN
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: 36 months
- Reason: Equity sweetener to reduce financing cost
Agreement 3: VisionWave Enters Registration Rights Agreement to Register Debenture and Warrant Shares
- Agreement type: Registration rights agreement for resale of equity
- Counterparty: YA II PN
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until registrable securities are freely tradable
- Reason: Facilitate resale liquidity for investor
Agreement 4: VisionWave Subsidiaries Provide Global Guaranty Backing Yorkville-Managed Financing
- Agreement type: Global guaranty of financing obligations
- Counterparty: YA II PN
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until obligations under debentures are paid
- Reason: Secure lender support and reduce credit risk
Agreement 5: VisionWave Obtains Payment Deferral From Dream America on $6 Million Note
- Agreement type: Consent and deferral letter on existing promissory note
- Counterparty: Dream America Marketing Services
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until debentures are paid in full
- Reason: Prioritize new senior financing amortization
Agreement 6: VisionWave Secures Payment Deferral From Adrian Holdings on $10 Million Note
- Agreement type: Consent and deferral letter on existing promissory note
- Counterparty: Adrian Holdings
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Until debentures are paid in full
- Reason: Prioritize new senior financing amortization
Agreement 7: VisionWave Extends $5 Million SEPA Prepaid Notes Maturity to Jan 25, 2027
- Agreement type: Maturity extension of SEPA promissory notes
- Counterparty: YA II PN
- Signed / Effective: Jul 20 2026 / same
- Duration / Termination: Through Jan 25 2027
- Reason: Align SEPA notes with new financing timeline
Original SEC Filing:
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