VisionWave Holdings, Inc. (NASDAQ: VWAV) entered into a Securities Purchase Agreement on July 20, 2026, with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP, to issue convertible debentures with an aggregate principal amount of up to $15,000,000.

The debentures will be issued in two tranches at a purchase price equal to 85% of the principal amount. The first tranche of $10,000,000 closed on July 20, 2026. The second tranche of $5,000,000 will close upon the effectiveness of an initial registration statement. The company also paid a non-refundable due diligence fee of $50,000, netted from the first tranche proceeds. The company stated it intends to use net proceeds for working capital and general corporate purposes.

The debentures carry an interest rate of 5.00% per annum, rising to 18.00% during an event of default, and mature on July 20, 2027. Beginning December 30, 2026, the company must make monthly principal repayments of $1,750,000, plus a 2% payment premium and accrued interest. Repayments may be made in cash or offset against proceeds from the company's existing Standby Equity Purchase Agreement with the investor.

The debentures are convertible into common stock at a fixed price of $5.00 per share. During an event of default, the investor may convert at the lower of $5.00 or 90% of the lowest daily volume-weighted average price over the preceding ten trading days, subject to a floor of $0.702 per share. The investor's beneficial ownership is capped at 4.99% of outstanding common stock.

In connection with the agreement, the company issued warrants to purchase up to 1,800,000 shares of common stock at $5.00 per share. The warrants are exercisable immediately and expire 36 months from the date of issuance.