UNITED
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current
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Item 8.01 Entry into a Material Definitive Agreement.
On July 15, 2025, VisionWave Holdings Inc. (the “Company”) entered into a Securities Purchase Agreements (the “July 2025 SPAs”) with two unaffiliated accredited investors (“July 2025 Lenders”), pursuant to which the Company issued promissory notes (the “July 2025 Notes”) to the July 2025 Lenders in the aggregate principal amount of $354,200, which includes an aggregate original issue discount of $46,200, for a purchase price of $308,000. The July 2025 Notes bear interest at a one-time charge of 12% applied on the issuance date, mature on May 15, 2026, and is repayable in five monthly payments commencing January 15, 2026. The July 2025 Notes are convertible into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), solely upon an event of default, at a conversion price equal to 75% of the lowest trading price during the ten trading days prior to conversion. The Company also entered into an irrevocable transfer agent instructions letter with its transfer agent in connection with the July 2025 Notes.
The proceeds from the issuances of the July 2025 Notes will be used for general working capital purposes. The July 2025 Lenders have piggyback registration rights and have agreed not to engage in short sales of the Company’s common stock during the term of the July 2025 Notes. The July 2025 Notes include customary representations, warranties, covenants, and default provisions. The Company may prepay the July 2025 Notes within the first 180 days.
The loan pursuant to the July 2025 Notes closed and funded on July 17, 2025.
The July 2025 Notes were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as the issuances did not involve a public offering, and no underwriters were involved. The July 2025 Lenders represented that they are accredited investors as defined in Rule 501(a) of Regulation D under the Securities Act.
On July 16, 2025, the Board of Directors of the Company adopted the following policies:
| ● | A Policy on Granting Equity Awards, which establishes procedures for granting equity awards under the Company’s equity compensation plans, including authority, timing, and error correction processes. | |
| ● | A Code of Ethics, which sets forth standards of conduct for the Company’s associates, including honesty, avoidance of conflicts of interest, compliance with laws, and proper accounting practices. | |
| ● | An Insider Trading Policy, which prohibits insider trading, defines material non-public information, establishes blackout periods, and imposes additional restrictions on certain personnel. |
Additionally, on May 29, 2025, the Board of Directors adopted a Compensation Recovery Policy, effective as of such date, which provides for the recovery of erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements, in accordance with Nasdaq listing rules and Rule 10D-1 under the Exchange Act.
The foregoing descriptions of the policies do not purport to be complete and are qualified in their entirety by reference to the full text of such policies, copies of which are filed as Exhibits 99.1, 99.2, 99.3 and 14.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 22, 2025 | ||
| VisionWave Holdings, Inc. | ||
| By: | /s/ Noam Kenig | |
| Name: | Noam Kenig | |
| Title: | Chief Executive Officer | |