Liquidity, Capital Resources and Going Concern	9 Months Ended
Jun. 30, 2026
Liquidity Capital Resources And Going Concern
Liquidity, Capital Resources and Going Concern	Note 2—Liquidity, Capital Resources and Going Concern The Company’s primary sources of liquidity have been cash from financing activities. For the nine months ended June 30, 2026, the Company’s net loss was $45,776,615. During the nine months ended June 30, 2026, the Company used cash of $14,821,280 for operating activities. As of June 30, 2026, the Company had an accumulated deficit of $60,788,463 as of June 30, 2026. As of June 30, 2026, working capital deficit was $33,262,307 and cash was $4,881,610. On July 25, 2025, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”) pursuant to which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. The Company received proceeds of $10,540,571, from draw down during the nine months ended June 30, 2026. The Company also received net proceed of $16,975,000 for loan issued during the nine months ended June 30, 2026 (See Note 14) and $850,000 from the issuance of convertible notes during the same periods. The Company’s future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. These factors initially raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. *Going Concern Assessment and Management’s Plans* In response to these conditions, on April 8, 2025, with an effective date of March 31, 2025 and as amended on July 28, 2026, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), its principal shareholder of VisionWave Technologies, Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through August 28, 2027. The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany loans or capital contributions, as mutually determined by the parties. Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern. The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the date of release of the unaudited condensed consolidated financial statement. Management has determined that the SEPA agreement, the agreement with Stanley Hills, cash receipts from customer arrangements, resource reallocation initiatives, additional insider investments and financing, along with its existing cash and committed affiliated support, alleviated the risk about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the unaudited condensed consolidated financial statements.

Liquidity, Capital Resources and Going Concern

9 Months Ended

Jun. 30, 2026

Liquidity Capital Resources And Going Concern

Liquidity, Capital Resources and Going Concern

Note 2—Liquidity, Capital Resources and Going Concern

The Company’s primary sources of liquidity have been cash from financing activities. For the nine months ended June 30, 2026, the Company’s net loss was $45,776,615. During the nine months ended June 30, 2026, the Company used cash of $14,821,280 for operating activities. As of June 30, 2026, the Company had an accumulated deficit of $60,788,463 as of June 30, 2026. As of June 30, 2026, working capital deficit was $33,262,307 and cash was $4,881,610.

On July 25, 2025, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (the “Investor”) pursuant to which the Company has the right to sell to the Investor up to $50 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. The Company received proceeds of $10,540,571, from draw down during the nine months ended June 30, 2026.

The Company also received net proceed of $16,975,000 for loan issued during the nine months ended June 30, 2026 (See Note 14) and $850,000 from the issuance of convertible notes during the same periods.

The Company’s future capital requirements will depend on many factors, including the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, the Company will need to raise additional financing. While there can be no assurances, the Company intends to raise such capital through issuances of additional equity. If additional financing is required from outside sources, the Company may not be able to raise it on terms acceptable to the Company or at all. These factors initially raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

Going Concern Assessment and Management’s Plans

In response to these conditions, on April 8, 2025, with an effective date of March 31, 2025 and as amended on July 28, 2026, the Company entered into a Funding Support Agreement with Stanley Hills, LLC (“Stanley Hills”), its principal shareholder of VisionWave Technologies, Pursuant to the agreement, Stanley Hills irrevocably and unconditionally committed to provide financial support to the Company, sufficient to fund the working capital needs through August 28, 2027. The funding may be provided by Stanley Hills in the form of direct payments to third parties, advances or intercompany loans or capital contributions, as mutually determined by the parties. Unless otherwise agreed in writing, any such advances will be non-interest bearing and repayable only at such time as determined by the Board of Directors, and only to the extent such repayment would not impair the Company’s liquidity or ability to continue as a going concern. The agreement may not be terminated by Stanley Hills prior to the twelve-month period from the date of release of the unaudited condensed consolidated financial statement.

Management has determined that the SEPA agreement, the agreement with Stanley Hills, cash receipts from customer arrangements, resource reallocation initiatives, additional insider investments and financing, along with its existing cash and committed affiliated support, alleviated the risk about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance of the unaudited condensed consolidated financial statements.